The Superior Max Steel
by Ninjanicktf
Summary: a Superior spider-man/max steel mash up. dread finds out he's dying, and decides to continue living, he has to swap brains with max steel. max needs to get to dread before he dies in dread's body. will he get to dread in time?
1. Dying Wish, Part 1

It was dark inside of dread's secret lair. Nothing was really to be seen, except for a computer with a picture of a bikini model on it. There was silence, unknown if anything was even in the area. Soon the door opened up, and Jason peaked outside. He was trying to make sure dread wasn't around to see him with a black eye. How did he get it you ask? Take a wild guess. If you say he got in a fight with goku right before Goku went super sayian, as awesome as that would be, it's false. As you probably guessed, He had once again had lost to Max Steel. This wasn't the first time, and I'm sure it won't be the last. He was scared that dread would kill him (literally) so was trying to be quiet. He was hoping dread wouldn't see him, which is why he was tiptoeing.

"At this point Dread is going to have a heart attack if he found out I failed again" Jason said as he tip toed backwards. "Maybe if I'm quite he won't-" He soon bumped into some something. Something big. Something metal. Jason turned around in fear and noticed dread standing right behind him.

"dr-dr-Dread! Fancy meeting you here" Jason said, terrified as heck.

"If I didn't know better, I'd say you didn't want to run into me" Dread responded.

"Funny you would think that"

"But riddle me this: If you were, would it have something to do with your eye?" dread asked. Jason knew that dread was on to him, so he thought of the first lie he could come up with.

"Oh, the eye, it's nothing to major. I just… ran into a poll. Yeah" Jason said with a small grin.

"Even you don't believe that" Dread said, obviously not buying it.

"Well, you caught my bluff. I lost in another fight with max steel. Such a shame. Well, I better go watch that new episode of south pa-" Furious, dread grabbed Jason's neck.

"You really are an idiot, aren't you?" Dread asked. "I asked you to do one simple thing, and you screw it up!"

"Hey those ultralinks you asked me to work with were defecti-"

"I don't want excuses!" Dread said, tightening his grip. "I don't know why I keep trusting you naught. You do nothing but disappoint me!"

"Hey, how was I supposed to know XJ9 would turn on you like that?!" Jason asked, referring to a different story I wrote.

"Maybe you're replacement won't be such a disappointment" Dread said. He started charging up a small attack in his other hand, which he was planning on using on Jason. However, before he can kill Jason, he clutched his chest in pain, which caused him to drop Jason. He then collapsed onto the ground, without any warning. Jason got up and saw dread on the ground, and poked him, to see if he was okay.

"When I said he was going to have a heart attack, I meant metaphorically" Jason said to himself. He started thinking. If dread had just died, then he was free. He wouldn't have to work with Dread, makino, Exstroyer or anyone anymore. He could take that project they have been working on and make it his own evil device. One that would crush max steel. But then Jason thought of something. Dread wouldn't go down that easy. So, he got an idea. An evil idea.

"Someone, get a doctor!" he shouted with a grin. Several drones came and took dread's body to a medical bay. In said bay, they place dread on a table, and start scanning him. It took about three hours to find something. When they did, it something interesting about dread.

"We have to tell Jason right away" One of the drones said. They walked out of the room with the notes as Jason was listening to "Paint it black" By the rolling stones. They tapped him on the shoulder, trying to get his attention, but he kept ignoring them. So one of them scrambled the IPod he was listening on and changed it to Baby by Justin Bieber. After Jason shrieked, he took out the head phones and gave the drones a very angry look.

"WHAT DO YOU WANT?!" He shouted at them. One of the Drones gave him the notes and when Jason read them, he was thrilled.

"My god, that's really depressing" Jason lied, pretending to be upset. He walked to the room where dread was laying down, which was right when Dread regained consciousness.

"What happened?"

"Uh, dread, I have same bad news" Jason said, trying to sound upset.

"What is it, Naught?"

"Sir, I'm sorry, but you exposure to the shield generator inside makino's ship has caused the turbo energy inside you to… uh, how do I say this…" Jason said. For some reason he can sell being upset about this off, and yet he can't lie about where he got a black eye. Strange, isn't it?

"Spit it out, you moron" Dread said, quickly losing pacentince.

"One: ow, that hurts in here" Jason said as he pointed to his heart.

"Keep going, you twit"

"Oh yeah. The second thing: due to that exospore, the turbo energy you absorbed from Max Steel that was keeping you alive, is, well… how do I say this-" dread had a very angry look on his face. One that was scaring Jason. "-It is now slowly killing you"

"WHAT?!" Dread shouted. He shouted this so loud you could hear him in Japan.

"I'm sorry sir, but that's what the scans came up with"

"Impossible"

"But-" Jason made a fake sniff here. "It gets worse" He tried to sound like he was going to burst into tears.

"Well, get on with it"

"Well, Since this happened five months ago, it's almost done it's job! According to the scan, you only have a few hours-maybe days-to live. Maybe you can try destroying Max Steel one more time? Or if that's not an option-" Jason said.

"SHUT UP!" Dread shouted.

"Oh, sorry. Have you always been this cranky?" Jason said.

"There's got to be a way to reverse this. Have you tried to find a cure?" Dread asked.

"There's nothing they can do" Jason said. Basically he's like prime starscream here. If you're not a transformers fan, then I'll tell you what I mean by that. In transformers prime, Megatron was killed in episode five. Starscream took this opportunity to become the leader of the Decepticons. Upon hearing that Megatron could still be alive, Starscream sabotaged Megatron's life support, making sure that he remains leader of the decepticons. Jason was kinda like that here.

"This has to be a mistake" dread said.

"I'm afraid it isn't" Jason said. "So you're going to die, but don't worry, I'll make sure that our latest project kills max steel. If you excuse me, I have to make sure it's ready" Jason said as he walked out of the hall.

_If dread dies this would be great! I can make project darrkus into my own pawn!_ Jason thought as he walked away. Little did he know dread had a backup plan. He got up and pressed a few keys on a keybord, and summoned something. A little bug thing came by and flew into his hand, and dread looked at it with delight. The bug ejected a cable out of its butt (don't laugh) which dread grabbed and put on his fore-head. Little lights flicked on the cable to show it was working. He then took it off, and the cable retracted into that bug's butt. What he did, I don't know.

"If I'm going to die, then I must get my top priority strait" he said as the bug flew out of his hand. "Time to start my master plan" He then made an evil laugh.

…

Somewhere in copper canyon, Max is walking down to his apartment while humming "Animals" by Maroon 5 to himself. He was really disappointed, and for a good reason. Why was he? Well, he went to this awesome party with Kirby and Sydney, but he left Steel behind on accident. Now all he could think about was trying to make an excuse for that mistake. By this point, he had scrapped a few ideas. Most of them were stupid, so that was a good thing.

No really, "I was going to grab him but that annoying "All about that bass" Song distracted me?" That's one of the dumbest things I ever heard!

"Okay, what excuse for mom and Steel?" he said to himself. "Umm, I thought I brought Steel, but it turns out I didn't? No, she wouldn't fall for that one. How about I got the backpack and I thought Steel was in it? No, I don't have the backpack, so she won't fall for that one either. Maybe-" Suddenly something started buzzing in his ear.

"What's that noise?" Max said. He tried swatting it away, but it wouldn't stop annoying him. He rushed away from it, and soon the noise stopped. He shrugged and kept walking, not noticing that the bug was still following him, just silently. He was trying to think up some more idea when suddenly it injected a cable into his brain stem. Max screams as falls to the ground, and loses consciousness. He had no idea what had just happened, all he knew was that this could **_not _**be a good thing.


	2. Dying Wish, Part 2

Somewhere between two and three hours later, Max opened his eyes. He had a huge head ache, and he didn't know why. He also had no idea where the heck he was, but he could tell it was somewhere inside of a cave. He saw a few computers and a few unused ultralinks lying around, and nothing hinting about where he was. He didn't really care about this because his entire head was buzzy, and had no idea what had happened in the past hour.

He got down from where he was lying, and instead on hearing footsteps (Like he was expecting) he heard clanking. Every time he took a step he heard clanking. He also felt pian in his chest, as if something from the inside was killing him.

"What's going on here?!" Max said… in Dread's voice.

"What happened to my voice..." he said right before he looked at his hands.

"What happened to my hands?!" he said. He was as terrified as Lucy when she was about to be killed by a stone giant, and the person who saved her was Erza. You won't get that reference if you don't watch Fairy Tail. He ran to a computer screen in order to see himself in the web cam (after closing another bikini picture Jason had). When he saw what was happening, He screamed. What did he see? He was in dread's body!

"WHAT HAPPENED?! WHY AM I IN DREAD'S BODY…WHERE'S MY BODY?!" Max asked. "Clam down, calm down, this must be some horrible dream. Any minute now I'll wake up, and this will be all over" Jason walked in as max was muttering to himself, and soon slapping himself.

"You're still alive?" Jason asked as he walked in. "I assumed you'd be dead by now. But, judging by what I just saw, you must be losing it"

"Ah, yes, Jason, I'm fine!" Max (Dread?) said. _Okay, this isn't a dream._

"That's odd, you always refer to me by Naught, and you were hitting yourself. This must be an affect from your condition." Jason replied.

"Condition?" Dread (Max?) asked. _What does he mean condition?!_

"Don't you remember? You're dying. Shield generator? Only have a few hours to live? We discussed it about an hour ago" Jason said to clarify. Not knowing he was talking to max, he gave the notes back to dread.

"Maybe this will refresh your memory" Dread (max) looked over the notes and saw the prediction. Dread probably going to be dead within a few hours.

_That's what's happening! _Max thought. _He found out I was dying and he switched our bodies! He wants to keep living and he wants me to die in this rotting piece of… is it meat anymore?_ _Or is it machinery? I think it might be both-FOCUS! Wait… if I'm here, than-oh god, what is Dread doing in my body?!_

Back at the apartment, Dread (in Max's body) comes back in. He was ready to see where he lived now that he technically was Max McGrath now. He was hoping it was better then what he lived in when he was a kid. When he walked in, he saw the place was pretty small, and there wasn't much there. All he really saw was an angry molly, a TV, and a couch. He was about to check out Max's room when molly stopped him, and she really looked pissed.

_One hour in my new body and someone is already mad at me. _Dread thought. "Okay, I give. Why are you angry?"

"Max, did you forget something?" molly asked.

"Forget what?" Max (confusing yet?) asked.

"He's blue, only has one eye, you have to link up with him every eight hours or else you'll blow up?" molly said, obviously referring to Steel. Dread had no clue what Molly was talking about, and he gave her a confused look.

"Steel"

"Aw, crap!" Max said. "I completely forgot about that! How stupid of me!" Dread said he walked into his room. He saw steel on the bed, who was reading The Adventures of Tom Sawyer by Mark Twain. He turned around and saw Max standing there, looking confused.

_I would capture him if I was still working for makino._ Dread thought.

"Oh hey Max" Steel said. "I think you forgot your backpack. And me"

"Sorry about that… uh,-" Max said. Obliviously he had no idea who steel was, so he couldn't remember his name.

"Steel?" Steel said.

"Yeah! Thanks for reminding me!" Max said with a fake smile. Steel gave him a very suspicious look. Max walked back into the kitchen and grabbed an apple. He bit into it as molly walked towards him.

"You do know dinner is in twenty minutes, right?"

"It is?" Max asked. "Weird, I didn't know that"

"Why don't you try and save your appetite?" Molly asked.

"Whatever" Max said as he threw the apple core into the trash. He walked into his room and sat down, turning on the TV.

"Don't forget, you have to get ready for school tomorrow" molly said.

"Okay, mom" Max said. He changed it to a episode of the walking dead, which he soon got sucked into.

"So max, How was that party you went to?" Steel asked to bring up conversation. Dread remembered Max was the one who went to the party and not him, so he had no idea what to do now.

"Oh, it was good. Really fun" Max said.

"Okay" Steel said as he continued reading his book.

_Good. _dread thought. _I fooled them all. No one suspects a thing._ Max then laughed.


	3. Dying Wish, Part 3

Max (in Dread's body) is sitting at a desk, trying to think of ways to get to Dread before his life force runs out. He looked up and saw some sort of regeneration chamber sitting in the distance. It seemed to have something (or someone) in it.

"Maybe I could use what's inside there" Dread said to himself. Then he thought that that thing was probably dangerous and if he freed it, it might betray him and kill him before his condition does. He just looked away and got his mind back on the situation. He then noticed a little bug thing that looked familiar. He picked it up and let it crawl up his arm.

_That looks like the thing that was annoying me before I got into this mess. I think I will carry you along._

"Jason, how's that device coming along?" Dread asked. As soon as he found out he was dying in dread's body, he asked Jason to construct a device that can help expand his life span. He scarced Jason into doing so, and hasn't seen him since. Soon Jason walked out of a room, his face full of dirt and sweat.

"It's not quite done yet, but don't worry, it'll be finished soon" Jason said with a grin.

_I hope._ Max thought_. I need to find a way to get to Dread… but how? He's running around with my face! What could he be doing?! He could be ruining my life! He could be poisoning mom's food! He could be robbing banks as max steel! He could be trying to destroy N-Tek from the inside! I need to get out of here! If only I could go to n-tek! Wait…_

At the apartment, Max is looking under the sink, trying to find something. He finds some hair gel and he puts it on his hands, ready to do his hair. He also grabbed a comb and started changing his hair style. Soon his hair looked more like Conner from power rangers dino thunder than max steel.

"Hey Max, I just want to check up on you and-" Molly said when she walked in the bathroom "Wow. I like your new hair style"

"Hey, Max, we're gonna go to your school now, and… what happened to your hair?" Steel said, as he saw Max's hair.

"I decided to get a new look. What do you think?" Max asked.

"That is one of the worst things I have ever seen in my life" steel said.

"Hey, I spent twenty minutes on this!"

"Well, I think you look very hansom" Molly said.

"Thanks Moll-er, mom" Max said. He picked up his backpack and put steel in it while taking a bite out of a waffle.

"Well, I better get to school" Max said when he finished the waffle.

"All right. See you later" molly said.

"Bye mom"

Max quietly walked all of the way to the school, not wanting to sit on the bus. On the way there, there was an explosion.

"Weird, their usually isn't an explosion on the way to school" Steel said.

"Let's go check it out. GO TURBO!" Walking out of the explosion is a girl. She was about sixteen, had long flowing brown hair, Green eyes and she was wearing black skinny jeans, and a meatal looking bra.

"All right! Where's this so called "Max Steel"?" the girl said as she sliced the fire hydrant next to her in half. a few cops came out and pointed guns at her, catching her attention.

"This is the police! Come out with your hands up!" one cop demanded.

"You don't know who I am, do you?" she said as she generated a cyber katana. "The name's Katana, and here's why" She jumped up and sliced one of the cop cars in half. A cop fired at her, but she used the blade to cut the bullet in half. She then ran up and kicked one of the cops in the face, and sliced three others on the chest. She then stabbed another cop, and she jumped back to where she was, admiring her handy work.

"Anyone else want to take on me?" she asked. Soon max arrived on the scene and noticed the weapon she was using. It looked familiar. Like he designed it. He turned it over and three letters came viable on the torso armor she was wearing. The three letters red "THI"

_That's my tech!_ Dread thought. _How did she get my tech?!_

"Wow max, she just killed four cops!" Steel said, bringing dread back from his thoughts.

"Then let's take her down, titanium!" Max said.

"Huh?" Steel asked.

"Uh, I meant Steel" Max said. "Hey you, half naked chick, why don't you pick on someone your own size!" _did I just say that?_

"Ah there he is!" katana said. "I was wondering when you were gonna show up!"

"First things first, how did you get that tech?" Max said.

"Like I'd tell you. I'm here to talk-" she shouted. She then started running towards Max. "-I'm here for action!" Dread had to act fast. If he didn't, he was going to get killed. He quickly needed to think about what to do, but then he got an idea.

"Go turbo! SPEED!" Max said. He quickly jumped out of the way sucker punched her (kinda like what Luffy did to Bellamy). She then crashed into a building, when max turned back into his base mode.

"The heck would you do that?!" she shouted as she wiped away some blood from her lip. Max walked towards her and picked her up by the neck.

"I'll ask again, how did you get my-er, THI's tech?!"

"Some guy sold it to me. I can't remember his name, but who cares?!" katana replied.

_Naught!_ Dread thought. _He sold my tech! I'll kill him for this!_

"Put me down!" Katana shouted, reminding max that he was still holding her.

"If you say so" Max said as he tossed her on the ground. She got up and tried to strike him but max wasn't having it. He grabbed he sword blades and broke them, and the he kicked Katana in the gut. He then picked her up and slammed her on the ground, which really seemed to injure her. It wasn't before long until she started crying.

"Why would you do that? I just wanted attention!" she said as she cried.

"Tell me why I should care" Max said. Steel was shocked to see what max had just done. He didn't like what he had just heard.

"Max-"

"Let's go steel, we'll be late for school" Max said as he walked away. A few paramedics ran to Katana's aid, and some of them.

"Max, WHAT GOT INTO YOU?!" Steel shouted at him.

"She thought she could take on me Steel. She doesn't even know how to use those things" Max said.

"That's no reason to beat her like that!" Steel said.

"She killed a few cops!"

"She was trying to scare them!" steel shouted back. "I really think that wasn't like you to beat her like that"

"Who cares? Let's just get to school" Max said.


	4. Dying Wish, Part 4

WHAT?!" Jason said. "Attack N-Tek?! Just the two of us?! Have you lost your mind?!"

"If I'm dying, I would at least want the benefit of destroying my arch enemy first" Dread said._ Then I could get to Dread and reverse this!_

"But do we want to go there? I mean max steel works there!"

"Of course I know that naught. I can kill him as well"

"You don't understand sir, he's gone rouge! Did you hear what he did to that super villain who got his attention?! She was just a sixteen year old girl! All she did was try to fight him and he beat her to a pulp!" Jason said. "He's a killing machine now!"

_My god, Dread's gone too far!_ Max thought. _I have to end this, now!_

"It doesn't matter. On the outside he's a judge dread rip off, but on the inside, he's still that immature idiot"

"How do you what that even is?" Jason asked.

"I've heard about it" Dread said.

"Still, he shouldn't able to be that much trouble"

"Shouldn't we get help? I mean, take on all of N-Tek by ourselves? No way that's possible!"

"We don't need any help, we're two strong guys. We should be able to handle it ourselves."

"Dread, I know this condition of yours is messing you up, but this is INSANE!"

"The definition of insanity is trying the same thing over again expecting a different result"

"Stop it. If we're going to storm N-Tek, we need to use project darkkus! It'll work perfectly!"

"I'm not using him, or the ultralinks. I don't know how dangerous he is, so I'm not going to set him free!"

"But sir, you saw XJ9's power! And she was his prototype!"

_XJ9-does he mean jenny?!_ Max thought. If you haven't read my story betrayal, Max meet this girl named Jenny who he came close with. However she was acutely created by dread and she tried to kill him when she remembered. Read my story "Max Steel Betrayal Uncut" and you'll get the idea.

"I don't care! I think were strong enough to take on N-tek by ourselves"

"I hope so"

At the school, Max was walking down the hall. Since dread was no longer a teenager, he spent all night watching those sitcoms about teenagers-Hanna Montana, even though I don't like that show in any way, good luck Charlie, and saved by the bell to name a few-trying to see if he could pick up on being a teenager.

_Okay, remember, you're going to have to guess who everyone here is._ Dread said. _That's the only way you're going to pull off this deception. You've read some of max's notes, so you must know who everyone is._

"Hey Max!" Jackson shouted. Jackson was tall, had hair so blond it was white, wore a blue jacket, jeans, and red sneakers. He lived in japan when he was three, but that's another story for another day. Dread tried to guess who this was by some of the things max worte down.

"Hey, uh, Oliver!" Max said.

"Oliver?" Jackson asked. "Who's oliver?"

"opps, I meant jake!"

"My name is Jackson"

"Oh, right" Max said. "There's something I have to ask you"

"Can it wait?" Max asked. "I'm kinda busy at the moment"

"Busy doing what?" Jack continued. "That sounds like an excuse for "You don't want to talk to me"

"Okay, you caught my bluff. What do you want?"

"I went on today"

"So?"

"I saw what you did. Why would you do that?" Jackson asked.

"Do what?" Max asked.

"Beat up a sixteen year old girl? She was just looking for attention! Sure she killed a cop but really she just wanted people to notice her!" Jackson said.

_How does he know Max Steel's secret identity?_ Dread thought. "She took Dread's tech"

"So? You don't see me beat up a five year old because he kicked a random guy in the shin, do you? And since when do you care if someone stole dread's tech?!"

"You don't understand do you?!" Max asked. "You've seen dread's tech in action. You know what could happen if it got in the wrong hands!"

"Dude, it wasn't in Crocodile's or doc ock's hands! It was a sixteen year old girl!" Max was about to respond when something distracted him. What distracted him you ask? A girl walked up to Max. She was max's height, had (died) red hair, which she kept in a ponytail. She had green eyes, and was very pretty. For some reason, dread felt some sort of emotion he hadn't felt in years. Love. He fell in love with this girl. Now all he could think about was who she was, what she was doing so close to him, why she-

"What were you thinking?!" she asked. This brought dread back to his senses.

"Sorry, who are you?" Max asked.

"We've known each other for months!"

"He did the same thing to me" Jackson said.

"Okay, my name is Angelina Jones. But everyone calls me Ann" she said.

"Wow, even your name is beautiful"

"Huh?" Ann asked in confusion.

"Nothing. So, what are you talking about?"

"This video on YouTube" Ann put on a video that had two lamas with arguing with each other. Ann changed it after she said "Wrong video" and showed him a video of what had happened last chapter.

"What site is that?" Max asked.

"Um, I thought you were often on YouTube"

"Oh right" Max said. Ann started getting suspicious.

"Well, according to this video, Max steel beat down a teenage girl who really couldn't hold her own in a fight. That is not like you, max!"

"How does everyone know my secret?!"

"Remember, you changed into Max Steel in front of me because you weren't aware I was nearby" Ann said.

"And Ann told me" Jackson said.

"Oh" Max said.

"Is everything alright max?" Ann asked.

"Yes, just fine!" max said.


	5. Dying Wish, Part 5

Rated: T - English - Adventure/Suspense - Reviews: 37 - Published: 05-20-14 - Updated: 07-26-15

id:10364897

Back to what we were asking in the first place-" Ann said.

"Is there any reason you had to do that?" Jackson asked. "Is there?"

"Listen, you try saving the world when you know you have school in a few minutes"

"I have" Ann said.

"Huh?!"

"Remember? I also work at N-Tek? I get minor missions that aren't your concern"

"Oh" Max said.

"Listen Max, I don't know what's gotten into you and I don't like it" Jackson said.

"Hey pal, why don't you screw off" Max said in anger.

"Screw off? When one of my friends is suddenly acting like Spike Spiegel? I don't think so" to be honest with you, I've never seen cowboy bebop, so I don't know how accurate that is.

"I don't even know who spike Spiegel is!"

"Well, makes sense as how you don't watch cowboy bebop!"

_Odd,_ Ann thought as this argument continued. _This isn't like max. he's more aggressive. I don't think I heard Max say "screw" even once! It's almost like he's someone else!_

"Look, I don't know what got into you! I don't want you to beat the crap out of butch, or Kirby, or whoever the heck tries to mock y-"

"THAT'S IT!" Max said as he punched Jackson. Ann watched as this happen as Jackson fell on the ground. He get up, wiping away some blood from his chin.

"Did you just hit me?" Jackson said. "It's like we've never met. Hello, my name is Jackson Nadakai, and I'm going to kick your butt" he said right before he tossed Max on the ground. Max tried to punch back but Jackson got out of the way. He did manage to know Jackson off his feet (with a sweep kick) but Jackson did a G1 megatron and kicked him as he jumped up. Max tried to punch Jackson in the chest but Jackson douged and punched max on the spine.

"Is that all you've got?" Jackson said as max got up. "Usopp's stronger than you!" If you don't know who usopp is, he's a character from one piece who's pretty weak and cowardly (Even though he lies that he took down arlong, even though that was luffy while he stood there screaming like a little girl)

_This is not Max,_ Ann thought. _Definitely not_. She then pulled out her phone and started filming the fight. She was deeply wondering what was going on, and she wanted to use that as proof something wasn't right. Sydney soon came in and broke up the fight right as Jackson was going Super sayian Goku on his butt.

"You two are friends, why are you fighting?" she asked.

"He's a jerk!" Jackson said.

"He doesn't know when to shut up!" Max said.

"You two are acting like children!" she said. "Max you're not like this!" Sydney stated. Then someone walked in. he was tall, fat, and was balding, and-okay, why the heck am I describing him?! He's not an important character! Anyway, this tubby is the principle.

"McGrath. My office. Now!" he shouted.

…

Back at Max (In dread's body), Jason finally finishes the device. It was strange, and kinda looked a bit like the Apex armor from TFP.

"Well, it took a few hours, but it's finally finished" Jason said as he started strapping the device on Dread. "Okay, I don't know how long this would benefit you, but we're looking at two, three hours at best" Jason said.

_Good._ Max thought _Time to put my plan in motion.._

"You know, I don't get why you want to break into N-tek so badly. I mean, just the two of us? I know for friends who can-"

"I already said no, naught" Dread said in anger. "If we're going to Destroy N-Tek, we need to do it ourselves!"

"Can we at least take some dread naughts with us?"

"The answer is no!"

"Jeez. You know, project dar-"

"Shut up, naught!" Dread shouted. "I don't give a crap about project dark, and were not using it!"

"This condition must be affecting you harder than I thought"

"And to answer your first question, I have a plan. You will kill forge Ferris and the others, and I will kill max steel"

"Wait, max steel?! You want to fight max steel alone?!"

"Yes naught!"

"But what if he isn't even in the base?!" Max hadn't thought about this. It was noon, dread would be at school by now. Max had no idea what to think about that. But soon he got an idea.

"Jason, how good are you at impressions?"

…

After school Max was walking out of school with molly, and man was she pissed. She was yelling at him after she heard about the fight Max had with Jackson. Max kept opening his mouth in order to say something but she just continued.

_My god._ Dread thought. _No wonder Xander hates this woman so much! She won't shut up!_

"What were you thinking?!" molly said. "You and Jackson are friends!" Max then crossed his arms.

"He was asking for it!"

"You know max, I'm not sure why you'd ever think it was a good idea for you to try and kill Jackson" steel said, peeking out of Max's bag.

"And where were you throughout all this?!"

"I was taking a power nap" Steel said.

"Do ultralinks even need to take power naps?" Max asked.

"Still, I cannot believe you allowed yourself to get suspended! If your father was still alive he would-" Before molly could contuine yelling at her son, max heard the song "weekends" by Skrillex come out of nowhere. Dread was disgusted by this song, and wanted it to stop.

"Where is that music coming from?!"

"It's your ringtone" Steel said as he handed max his phone.

"Oh" Max said. _This is the crap kids listen to now?!_

"Hello?" Max asked.

"Max, this is Ferris" the guy on the phone said.

"Why are you calling me, forge?!" max asked.

"Is that anyway to speak to your commanding officer?"

_Curse these old habits._ Dread thought to himself. "Sorry, I don't know what got into me"

"Right, listen I need you at N-Tek, pronto"

"Why?"

"Don't ask questions, just come now!" he shouted.

"fine" he said as he hung up. "Can you whine at me later?"

"Fine" Molly said, still not happy.

"GO TURBO! SPEED!" Max turned into speed mode and ran to N-Tek's base.

"If this is a new phase max is going though, I don't like it" Molly said. Back at n-tek's "base" "Ferris" puts down the phone.

"Well?" Dread asked.

"He bought it" Jason said.

"Excellent" Dread replied. "Get ready naught, we strike N-Tek in twenty minutes"


	6. Dying Wish, Part 6

Max, I have to ask you something" Steel said they rushed towards N-Tek.

"Yeah?"

"I noticed your recent behavior-you being rude to your mom, that fight you had with Jackson, how you couldn't seem to remember Ann's name, how you handled that teenager-it just doesn't seem like you max. Is something wrong?"

"No, everything's alright, alloy"

"It's steel"

"Whatever, nothing's wrong!"

"Are you sure?"

"Is dread dying?"

"That sucker is dying?! AWESOME!" Steel said.

"Hey, you should be more respectful"

"There you go again! Have you met dread before?!"

"Yes, I have…" max said, referring to the plot of this story.

After steel had to remind him where to go (by this point, you'd think that Max's direction sense was worse than zoro's) when they arrived at the base.

"So, where is this "Secret base" of N-Tek?" Max asked.

"You're kidding, right?"

"By the looks of it, we're in the middle of nowhere!" Max said. Steel pointed to two metal doors hidden behind a few rocks.

"See this is what I'm talking about! We've been here hundreds of times. Something seems off with you!"

"I'm sure it's nothing steel" Max said as he walked in.

"Hey max, what's up?" Berto asked as he walked in. Berto was in the middle of upgrading Cytro when he said this.

_Maybe I didn't think this through._ Dread thought when he failed to recognized Berto. "Not much"

"Kinda funny you came here by yourself with command"

"Huh?"

"We didn't call you here for training or anything. You came here on your own"

"That can't be right" Max said. "Ferris said for me to come-"

"Maybe you should ask him if he wanted you here" berto said as he continued working on Cytro's upgrade.

"Uh, thanks wan"

"Um, my name is berto"

"Whatever" Max said.

"He's been like this all day"

"Makes no sense" Berto said. Max (After accidently walking into the bathroom and the closet) walked into the command center, when he saw Ferris.

"You smoke?" Max asked as he saw Ferris with a cigarette in his mouth.

"Uh…no" Ferris said as he tossed it away.

"Okay, that I'm not blaming you for" Steel said.

"Regardless, what are you doing here?" Ferris asked.

"You asked us to come here, didn't you?" Max asked.

"No, I didn't" Ferris said.

"But you called me on my phone-"

"Phone? I never use a phone!" Ferris said.

Outside, dread walks into a dirt path with Jason, who is pretty freaking terrified. They walk into the canyon and see nothing but rocks. Jason was about to say something when dread blew up some rocks, revealing the doors. Jason stared at them wondering how dread knew about them.

"Here we are naught" Dread said.

"You know, I'm still not sure about this. Maybe we should get some backup"

"I told you fifty freaking times, we are going in alone, naught!" Dread said. "If you disobey me, I'll make sure that every day of your pathetic existence will become a living nightmare! GOT IT?!"

"yes sir" Jason said. Jason suddenly realized he needed a new pair of pants, but that wasn't important now. "I don't suppose they'll let us in if we ask nicely"

"We are their biggest threats. So of course not" dread wedges his fingers in between the doors, and pulled them apart, allowing him and Jason to enter. They walk in and look around. Jason was marveling at what the inside of N-Tek's base looks like, Dread was trying to see if he could spot Max.

"Now remember, if any-"

"Hey, you're not supposed to be here!" A guard (Imagine him sounding like Kakashi) said as he pointed his gun at them.

"Wow, ten seconds in and we've already been spotted" Jason said. "Don't worry sir, I will-"

"Disappoint me?" Dread asked. Dread used some of his turbo energy and shot the guard into the wall behind him. Dread looked at the guard as saw he wasn't moving, and he rushed over there and tried to see if he could feel the guard's heartbeat. Nothing.

"Oh my god, I killed him!"

"Kinda funny how out of all the people you've killed in your life, you freak out over a random guard" Jason said.

_I can't believe I killed him!_ Max thought. _I've never killed anyone-not even jenny!* this is horrible!_

*read Max Steel Betrayal, on my page.

"Dread, come on!" Jason said as he started running in another direction.

"Right!" soon they came to an area that split in two ways and Jason had no idea what to do. One way probably would have sort of fusion reactor and be the way to destroy N-Tek once and for all, and the other way was probably a whole bunch of armed N-Tek soldiers waiting to turn them into Swiss cheese.

"Now what?"

"Like I said, split up"

"Are you sure?"

"We'll cover up more ground that way" Dread said.

"Commander Kenny!" Dread over someone said. "There they are! SHOOT THEM!"

"Let's split up!" Jason said as he tried to avoid some bullets.

"AFTER THEM!" Their leader said.

Inside of another room, Max sits down, wondering what's going on. He could have sworn Ferris called him there. He could have sworn that he was needed there. But he sat down, confused and dumb founded.

"Steel, you head it, right?" Max asked.

"Heard what?"

"That horrid ringtone. Ferris called me on the phone and asked me to come quickly"

"I did"

"Then I didn't bring you here for nothing" Max said.

"Max, what's going on?" Steel asked.

"You want to talk about this now?" Max asked.

"Yeah, it just confuses me"

"Listen steel, I'm not in the mood"

"Max, if something's worng, you can tell me-"

"I SAID I'M NOT IN THE MOOD!" Max shouted.

"Fine. Well exsuce me for wanting to talk" Steel said as he left the room.

"What is that ultralink's problem?" Max asked.

…

Jefferson is looking at a sandwich on the main computer when he hears the alarm sound. He goes out to investigate and sees many troops running towards a certain area.

"What going on?!" He asked one of the troops.

"There's been a break in sir!" one troop said. Imagine him sounding like Commander Cody from Star Wars The Clone Wars. "Dread killed someone and we're trying to find him and his partner!"

"My god, I have to warn Ferris!" Jefferson left the computer and rushed towards Ferris' office, when Jason came right around the corner. He hid behind the wall and peaked over as two troops stopped.

"Dammit, we lost sight of them!"

"Doesn't matter, keep looking! They could have gotten far!" their other one said right before they rushed off.

"Good, I lost them" Jason said to himself. He noticed the big computer inside of the room, and he went towards it.

"Wow" Jason said. He looked through the files and was amazed by what he saw. XJ9, Dragon Flame, Cytro, it was all here! And all at Jason's grasp!

"That's a lot of juicy information" Jason said to himself. He took a small USB and put into the computer. "Juicy information that will soon be mine"

…

"Sir, should I get anything else for you?" A woman asked Ferris as he tried to sketch out some more plans for his strategy to stop makino's ship.

"Nothing Randessa, that is all" Ferris said.

"She's a nice kid" Kat said as she left.

"Yeah, she's working here for collage credit"

"Also I think she has an eye out for Max"

"Yeah" Ferris said as he sipped some of his coffee. Steel flew into the room at this point, sitting down.

"Are there some of Randessa's cookies?" Steel asked.

"Hey steel, why aren't you with max?"

"We kinda got into a fight" Steel said. That was when Jefferson ran into the Room, sewating and breathing heavily.

"Sir, we have a problem"

"Problem? WHAT PROBLEM


	7. Dying Wish Part 7: No Turning Back

Ferris got grip of was going on. He found out that dread broke into the base, killed a guard, ran off and is probably looking for max and/or them. He also found out Jason was somewhere in the base, doing lord knows what.

"Are you sure that you're not trying to screw with me?"

"Yes sir"

"This is really bad" Kat said. "We should do an entire search in the base"

"I think that's a wise decision, Kat" Ferris said. "Alert Berto and Randessa. Me and Jefferson will find Jason"

"Okay sir" Kat said. "Berto! Come in berto!"

Elsewhere, Dread stopped running for a bit suddenly grabbed his chest. He kneels to the ground and screams, feeling in more pain then he did a few hours ago.

"What is happening?!" he shouted. He looked at the device and felt even more pain.

_The device!_ Max thought. _The device is killing me! But why?! I asked Jason to-son of a gun! Jason sabotaged the deivce! Instead of helping me it's killing me! I've got to get it off!_ Dread grabbed onto the device and ripped it off his body. He then pointed his hand at the device and charged up an attack.

"GET REKT!" he shouted as he blew it up. Imagine it being like when vegeta blew up Guldo.

"What are you doing here?!" Dread heard someone behind him say.

_Wait that voice-BERTO!_ Max thought as he turned around and saw berto standing there.

"You have ten seconds to get out, or else"

"Berto listen, I need to tell you something!" dread said, about to tell him that he was max.

"I don't know how you got here-" Berto said as he pressed some buttons on his arm piece. "-But you're not gonna get what you're looking for!"

"All I'm looking for is max!" Dread said.

"Tough luck. If you want to get to him-" dread noticed CYTRO standing right behind him. "You'll have to get through us, first!"

"Berto, I really don't want to fight you!"

"That's a shame dread, because you're going to!" Berto sent CYTRO after dread, and max had to think quick. He didn't want to fight berto, or cytro, or even randessa! He wanted to find dread (In max's body of course) and get out!

"I'm sorry I have to do this berto" Dread grabbed cytro's arm as he tried to punch him in the face, and ripped it off. He then kneed CYTRO in the face, and ripped his head off. He grabbed' Cytro's body and threw it, smashing it through a wall.

"My god, you're even stronger than I imagined"

"Berto, you have to listen to me! I only did that out of self-defense, I really didn't want to!"

"Doesn't matter, I'll tell N-tek you're here right now and they'll-"

"NO!" Dread shouted as he punched Berto in the face. Berto fell onto the floor, not moving at all.

"Please tell me I didn't kill him!" Dread said to himself. "If I killed him I could never-" he felt him and felt his heart beat.

"Thank god, he's just knocked out. I can't let him or anyone else inter fear with my plan!"

…

In the main room, Jason was still waiting for that Usb port to finish downloading all of N-Tek's files. So far it's at 90% percent. But this process was moving so slow, that Jason was getting bored.

"How many files does this thing have?!" Jason asked. "I need to get out of here quickly!" to pass some time, Jason started singing "Can't get not satisfaction" by the rolling stones to himself because he was pretty bored.

…

Max was looking through his Ipod, trying to find any info on his life.

_So let's see what I've gathered so far. _Dread thought. _He's seventeen years old, he likes terrible music, he seems to have a crush on this "Sydney gardner"-honestly, Ann's prettier in my opinion- and he's friend with this guy named Kirby, who I'm sure is a stoner. Maybe I should have mind swapped with keeah sliver. That way I would have an exciting life!_

Max looked through some other possessions of max that were in the room, but he didn't find out much more of max steel.

_I knew I should have figured out a way to give me his memories._ Dread thought. _It's the only thing that can-_

Suddely dread heard what sounded like a huge clang. He looked out of his room and saw cytro's arm fly towards him. Then cytro's head rolled at his feet, and cytro's body flew towards him, but he went back in the room in order to prevent himself from getting crushed by it. He then heard a cracking noise and a sound that sounded like someone falling on the floor. He also heard someone say: please tell me I didn't kill him!

Max got curious so he walked towards the area, and he saw dread standing there. He had a look of fear on his face, and was ready to fight him.

"WHAT THE ARE YOU DOING HERE?!" Max asked. Dread turned around and saw max standing there, ready to take him on.

"you didn't think I'd find out about your plan and come back to stop you?" Dread said.

"Not exactly, I assumed you would be dead by now"

"Dread, I want my body back, and you're going to give it to me"

"Really? If you want it-" max kicked dread in the stomach, knocking him into the wall. "Then you're going to have to take it"

…

Jefferson and Ferris walked closer to the main room.

"Okay, if we bust in and there's someone in there, then we take him out. Right?"

"That's the plan" Ferris said as he loaded his AK forty seven.

Inside, the download was at 99% and was still going slow.

"If I'm going to outdo dread after his "Sudden" demise, I need this info!" Jason said. "I wonder if that device's killed him yet" Suddenly Jason heard someone banging on the door, demanding that he let them in.

"oh crap" Jason said. "COME ON COME ON!" 100%. "YES! I just need to take this, and get the hell outta here!"

"You have ten sounds to open this door before we blow it down!"

"come in!"

"you locked it, you moron!"

"oh, yeah" Jason opened the door, kicked ferris in the nuts, and ran.

"Shoot him while I recover!" ferris said as he clutched where it hurt. Jefferson grabbed his gun and started shooting at Jason, but luckly (for Jason) he kept missing.

"HA! YOUR AIM IS WORSE THAN MOVIE HENCHMEN!" Jason shouted as he pulled down his eye lid and stuck out his tongue. He kept running until he ran into a bunch of N-Tek guards, all armed.

"Oh %$# " Jason said as he ran the other direction. Jefferson came so he made a left, screaming for his life.

"AFTER HIM!" Jefferson shouted. He and all of N-Tek's troops atarted running after Jason.

…

"Look Dread, if wanted to continue living, you should have gone about it a different way!" Dread said. "Swiching bodies with me is one of the dumbest ways I can think of to keep living"

"Think about it! By switching bodies with you, I kill two birds with one stone!" Max said as he knocked Dread onto the ground. "I get to keep living, and I get to be rid of Max Steel forever! You don't understand-" he said as he punched Dread. "You have been a thorn in my side for far too long. If I can end you here and now, I will!"

"So you wanted me do die in this rotting piece of meat!" Dread asked.

"Exactly"

…

Jason kept running, and he was desperate to get out of N-Tek. He suddenly remembered dread's plan to destroy N-Tek, and thought maybe he should stay and help dread with his plan. But then he remembered if he stayed, these guys would kill him. So his thoughts here: SCREW DREAD, I'M OUTTA HERE! Jason saw a car that randessa was washing for Ferris.

"Out of the way!" He shouted as he pushed randessa away from the car. He got in and tried to start it when he saw a gunshot to come through the window of the back seat.

"Sir, that's commander Ferris' car!" one of the troops said.

"Who cares?! Shoot it down!" Jason kept trying to start the car, but it still didn't work. He then smashed the other window and broke out, and started running again. Ann arrived at the base in order to see what was going on and she saw Jason run by, and he pushed her out of the way.

"Sorry toots, I need to get out of here, fast!" Jason said.

"Huh?"

"Ann!" Randessa shouted.

"What's going on?!" Ann asked.

"I'll explain later, but you need to get out of here!"

Back at the training room, Max's fight between him and Dread continued. Dread grabbed what was left of CYTRO and threw it at Max, who just got out of the way. Dread tried to punch max but max jumped out of the way, who kicked him in the face, which smashed some of dread' helmet, reviling his eye.

"How sad is it that you are going to die within a few hours and you'll never know how I perfected my master plan" Max said as he punched dread again.

"I don't know what you've done, and I couldn't care less!" Dread said as he got close to Max. "I WANT MY BODY BACK!" he then grabbed Max and threw him out onto the desert outside of the base, smashing a few walls.

"THIS ENDS HERE AND NOW!" he shouted.

"I'd like to see you try!" Max shouted as he punched dread in the chest. While this happened, dread secretly sent out that bug thing that got max into this mess, he tried to get it to puncture Max's neck, switching their bodies back. This back fired though, as Max grabbed the bug.

"Nice try, but you forgot one thing" Max said as he smashed the device in his hand. "I designed the damn thing! I can tell if it's behind me!" max punched dread into the face, making dread spit out a lot of blood. Max kicked dread in the stomach, and badly beat him. Dread didn't have that much life left in him, which was going to result in his death. He couldn't even get back up.

"Face it. You've lost!" Max said as he punched Dread in the face again, creating a fracture in his kicked max in the rips, which felt like they shattered a bit. Dread was now really weakened, and living through this seemed unlikely.

_Whatever I did to deserve this, I'm sorry._ Max thought to himself. _Dear lord, I'll do anything. I'll spout out bible verse to the villains I fight. I'll stop watching MTV. I'll stop watching Smosh! Just don't let me die here! _Suddenly Dread (or Max rather) had a flash back.

"Max wake up. It's time for school" molly said to a young Max who was in bed. He was tugging him in the bed, and he really didn't want to wake up.

"Five more minutes mom" young Max said- And normal Max said the same thing. Dread (mentally) was freaked out by this.

"What are you doing to me?!" Max said as he clutched his head.

"My memories" Dread said. _Wait, the bug's stinger had hit his palm-I think somehow I made a link!_ Max then punched Dread again. _He has my memories!_

"HOW ARE YOU DOING THIS!?" Max shouted as he punched dread.

"It's… complicated" Dread said weakly. Max grabbed dread was ready to beat the crap out of him.

"TELL ME!"

"You now have all of my memories, which reveals a flaw with your plan"

"My plan is flawless!"

"Flawless? Riddle me this: by killing me, what would you gain? "Dread continued. "Sure you'll be rid of Max Steel, but at a price: you become Max Steel" he said.

"WHAT?!" Max shouted.

"Think about it: by gaining my memoires, you suffered everything I suffered. You enjoyed everything I enjoyed. You were hurt by anything that hurt me. That's why you shouldn't have swapped brains with me " Dread said. Max dropped him. Max noticed dread was dying fast.

"What are you saying?!"

"You have my memories. My friends. My family. My responsibility. You have my entire life. You are now max McGrath. You are now Max Steel"

"I didn't think this through!" Max said.

"It's too late now" Dread said weakly. "You wanted to live more. This is your chance. As Max steel, You can be a better man than Miles Dread. I hope you use my body wisely, and I hope you're happy" Dread said. He then closed his eyes, and tiled his head to the right. The lights on him faded, truning from orange to black. Dread's arm moved closer to the ground, falling on the floor. Max then realized something. Something terrible-miles dread was now dead!

"NO NO NO!" Max said. "MAX!" Max said. He then started crying, and he screamed.

"What have I done?" Max said.

…

"So how many files did Naught steal?" Ferris asked as he put ice on his crotch. Wow, Jason must have kicked him hard.

"Almost all of them. All the files we have on XJ9, dragon flame, and makino are gone" kat said.

"What happened?" berto asked as he got up.

"You were knocked out cold" Ferris said. Steel happened to come in the room with randessa and Ann.

"Randessa told me everything" Ann said. "Where's dread?"

"I don't know" Ferris said.

"Great" Ann said. That is when max walked in, holding dread in his arms.

"Way to go max!" Ann said. "You beat dread without steel!" max didn't stop to look at her as he put dread's body on the ground. "Max?"

"Dread's dead"

"Huh?"

"Dread died. I fought him and he died!"

"So you killed him?" Randessa asked.

"No. He died on his own"

"I guess that's one less threat for us" Steel said.

"That's the least of or worries. Jason stole a lot of files from us, and we have no idea what he's going to do with them" Ferris said.

"It he tries to recreate the dragon flame there's no telling what could happen"

"Wait, what's dragon flame?" Max asked.

"That's unimportant. What is that we be prepared to take on whatever naught has planned for us"

…

"My fellow workers" Jason said to an army of dread Naughts. "Today something tragic happened. Our raid on N-Tek wasn't successful, and dread paid the ultimate price. He died while trying to destroy N-Tek, and he died in my arms. As I held him, his dying wish was for me to take over his operations, and to finish his goal. I'm in charge now, and I have one of the greatest plans you can ever come up with! With these files I stole from N-Tek, I will now in control of their fate! I will not fail, and I will out do dread at his own game! All hail naught!"

"ALL HAIL NUGHT!" the dread naughts shouted in his honor. They repeated this, to his delight.

"Now to find out what's on this hard drive"


	8. Hero Or Menace?

It has been one day since dread died. Or should I say, since everyone _thinks_ dread died. I'm sure I don't need to explain this because the first eight freaking chapters were what I'm about to talk about, but screw it, I'll do it anyway. Dread found out he was dying and decided in order to continue living, he must switch bodies with max steel. But after realizing what he did, Dread had a change of heart.

How you ask? Let's find out: Max (or dread in max's body, I should say) is standing at Dread's grave, holding a few roses.

_I did it._ Dread thought._ After one year of trying, I did it. I killed Max Steel. And yet something doesn't feel right._ _In order to defeat Max Steel, I became Max Steel._ _Good bye, Maxwell, but don't worry, you're not leaving this world to a villain._ _I promise to be better Max Steel than McGrath ever was. I hope to be a better person than Miles dread. I hope to be… A superior Max Steel! _As soon as he was done with this little monologue in his head, He threw some roses on the grave_. Good bye, old life, today I will start something new. _This was when Steel came up to Max, and together they stared at dread's grave.

"Boy, I'm glad that dread's gone" Steel said.

"Me too" Max lied.

"You know, I've seen lots of movies where after a certain character dies, everyone tries to avenge him"

"So?"

"Do you think his death is going to come back and haunt us?" Steel asked.

"No way" Max said. It wasn't before long when Max heard what sounded like police sirens. He looked at steel with a grin. They both nodded.

"GO TURBO!" Max shouted. This was the first time dread had linked with steel in max's body after dread's death. "Max" made some improvements to the suit, and was ready to check them out.

"Let's go!" Max shouted as he and steel rushed down the street.

I bet your wondering what the sirens are about. There was a break in at the local science museum, and two people were making off with a brief case containing some stolen experiments. But these two henchmen are idiots, so they set off the alarm.

"This is all your fault, Trent!" one of the criminals said.

"My fault?!" the other crook said. "How is this my fault?!"

"You're the one that suggested we barge in without a plan!"

"Well cooper, how was I supposed to know that place had a silent alarm?!"

"It's called "High security." Look it up in the dictionary" Cooper (the first criminal) said.

"Why should I buy a big wordy book for something the internet gives me for free?" Trent asked.

"Shut up and get this in the car!" Cooper shouted. "Benjamin, you better be ready!"

"I've been waiting here for twenty minutes!" Benjamin said. "And judging by that annoying sound, we need to leave! NOW!" Cooper loaded the brief case into the car and Trent jumped in.

"What are you waiting for?!" Trent asked. "STEP ON IT!" Benjamin did just that, and as he rushed away He saw some cops coming closer in the mirror.

"So long suckers!" Cooper shouted as he tossed a smoke bomb at the cops.

"Well that was easy" Trent said.

"What's in here anyway?"

"I don't know, Mr. Winters just asked us to steal the orange stuff labed J.W" Trent said. "But to be honest I don't really care. Can you imagine how much Mr. Winters is going to be paying us?! We'll be rich!"

"I wonder what he wants with that stuff" Benjamin said.

"Again who cares?!" Trent said. "We're rich! I'm gonna go Disney land!"

"Out of all of the things you can spend all of your money on, that's what you're gonna do?" Cooper asked.

"What are you gonna do?"

"I haven't thought about that yet. I don't like to be stupid with my money, so maybe I'll start off slow. Maybe I'll start with-" Benjamin suddenly stopped the van, making trent and cooper bouce around.

"What gives?!" Trent said. Benjamin looked out of the window and saw someone standing in the street. He had his back turned to the driver, so no one knows who he is. Benjamin honked the horn twice, signaling him to move. But the man just stood there, ignoring Benjamin.

"Hey buddy, are you trying to get run over?!" He shouted.

"Maybe" the man said "Or maybe I'm here to kick your a$$es"

"Really? And who exactly are you?" Benjamin asked. The man turned around, revealing himself to be max.

"Aw shoot! It's Max Steel!" cooper said.

"He's wants the brief case!" Trent said.

"He won't be able to get it if he's dead on the road!" Benjamin said. He shifted the lever on the van and started driving towards him, trying run over Max.

"GO TURBO! STRENGTH!" max shouted. He turned into strength mode and still stood there. The driver crashed into Max, injuring Benjamin. Max tipped the truck over, making Benjamin land in the back seat, face first.

"BEN!" Both cooper and trent shouted.

"Don't worry about me!" he shouted. "TAKE THE CASE AND RUN!" cooper grabbed the case as he and Trent exited the van. They quietly tried to exit the van but failed, because they walked right into max.

"Going somewhere?"

"Oh $#%^ now what?" Cooper asked.

"We have guns, don't we?" Trent said.

"Oh yeah" both fo the criminals pulled out a gun on max. This didn't scare him one bit. In fact, he just laughed at the sight of them.

"Those are toys, aren't they?" Max asked.

"Oh crap, he figured it out!" Trent said.

"Next time, don't try to cover the orange tip with sharpie"

"I TOLD YOU WE SHOULD HAVE USED SPRAY PAINT!" Cooper shouted.

"Wow, these two have to be the biggest morons I've ever seen" Steel said.

"Hey, that's not nice! Benjamin's injured! You shouldn't insult him!" Trent said.

"He was referring to us, moron" Cooper said.

"Okay you two, hand over the case and no one gets hurt" Max said, getting right to the point.

"Oh yeah? Make us!"

"You asked for it!" Max said as he ran up to the criminal.

"Okay max, these guys are chumps. We should go so hard on-" Max ignored steel as he punched one of the criminals in the face. The criminal (which was cooper) fell on the ground, not moving at all.

"relax, I didn't kill him. He's just unconscious" Max said.

"Hey, I watched three Bruce lee movies last night, I can take you on!" Trent said, with his legs shaking.

"Let's see you try"

"Uh max, shouldn't we try and talk him out of-" before steel could finish, Trent started running towards max, ready to try and hit him, but max just got out of the way, letting Trent smash face first into the tipped over truck. Max turned around and admired his handiwork as he walked towards the case.

"You know, tipping over a moving vehicle with three people inside which increases of risk of one of them dying-"

"Shut it steel" max said as he picked up the case. "Now what's inside of this thing that's so important that everyone wants to steal it?" Max opened the case and saw three canisters lying inside. They all had the mark of a dragon claw on them, and each one carried an orange liquid. Each had a label that said "Waning-this is a test subject. Extremely dangerous" on them, and really looked important. Max looked closer and noticed that it wasn't liquid inside of the canisters, it was more like energy.

"What is this?" Max asked. Steel detached from the steel suit to take a look, and he immanently recognized what it was.

"My god, that's dragon flame!" Steel said.

"There you go about the dragon flame again" max said.

"You're kidding, right?" Steel said. Hearing this, Dread decided to look through max's memories to see if he could find out what this "dragon flame" was. It came up, and dread noticed it was a type of energy that was even more powerful than turbo energy. Then he noticed through the memories it was so powerful when an ultralink tried to bond with a human being with dragon flame in her blood, it overrode the ultralink, so it had no memory of what it's purpose is. If you can guess who that girl it bonded with is then you get an internet cookie.

"Why would they want to steal it?" max asked.

"They seem too stupid to know what they have here. My best guess is that someone hired them to steal it" Max started to think about this. If this was such pure energy, then how come he's never heard about it before? Surely it's something miles dread would know about. Max (or dread rather) was deep inside of these thoughts when he noticed some cop cars coming his way. One of the cops exited the car and saw max standing there, and was ready to talk to him.

"What do you want?" Max said, having this conversation off at a great start.

"Uh, Max, I don't think that was nice" Steel said.

"Since when do I care about being nice?"

"I thought your mom wanted you to-"

"Shut up" max said. "Sorry, my drone is being a whiny jerk. Can I help you?"

"We need to know some details about this robbery. Can you help us with that?" The cop asked. Imagine him sounding like Franky from the English dub of one piece.

"Well, these two morons tried to steal this case, I stopped them, and there's a getaway driver in that van over there" max said as he pointed to the van.

"What are you talking about?" the cop asked. "There's no one in there"

"Huh?" max asked as he looked over at the van. And waddya know, Benjamin bolted. "Dammit"

"If you're still not busy-"

"Whatever you want me to do, I'm going to have to say no" max said as he turned into his flight mode.

"Why not?"

"Because I have a life!" max shouted as he flew off.

…

Later that night, Max tried to sleep. He couldn't however, because he had too much on his mind. What did he have on his mind you ask? Well, there's adapting to his new school, his new friend, trying to trick the world into thinking he's the Max Steel everyone knows and loves, it was a bit too much for dread. He tried reading a book-he read the adventures of huckleberry Finn from Cover to back in one sitting-and counting sheep, but nothing was working.

"Hey Steel, I can't sleep" Max said.

"Why is that?"

"I don't know. Maybe I'm still shocked over dread's death" max said.

"Max, dread has been trying to kill us for a year. I'd thought you'd be glad to hear he's gone" Steel said.

"But he died in my arms, and the last thing he said to me I still can't get out of my mind"

"And what was that?" Steel asked. Dread remembers what max really said; he needed to make something up.

"Something like "I may be gone, but my followers remain!" Max said.

"Dude, if you managed to beat dread without my help, then you probably can handle whatever they try and throw at you" Steel said. "Try thinking about something positive"

"Okay" Max said, so he started trying to think about what Ann would look like in a bikini. If he really wants to know, then he can just go look at my deviant art and search "Summer" on my gallery. This somehow worked, as he now managed to fall asleep.

But while Max's body was sleeping, his mind was still active. Just not in the way you would think. Somewhere inside of dread's head were two walls. One was dread's memories, and one was max's memoires (Which dread acquired last chapter)

But something's going on in Max's memories. Out of all of those memories, something was forming. At first it looked like blue smoke, but this wasn't a form it took on for long. Soon it started looking like a boy, and not just any boy. It was a familiar looking one, with messy hair, a blue jacket, and blue eyes. He walked out and looked around, in shock.

_What am I doing here?_ He thought. _And how come I can only speak in thoughts?_ _Am-am I a ghost?_ This boy tried to figure out just what the heck was going on, and he rembered.

_I'm-I'm alive!_ He thought. _But this doesn't make sense. Why do I look like a ghost? Is it-oh god._ The boy managed to leave Max's head and he looked around. He turned around and saw max sleeping there on the bed.

_Is that me?_ He thought. _No, it can't be! I should have died yesterday-wait, I remember! That isn't me. It's dread in my body! I died in his body, and he still lives in mine! But if that's so, then why am I still here? _This boy (If you haven't figured out yet is the real Max) went back inside of dread's head and tried to see if he could find the awenser here. He skimmed though some of dread's memoires-some he wish he hadn't seen-but found nothing on why he could still be there. He was abiot to give up when he saw something in the distance.

"If we die, I'm blaming you for it!" someone shouted.

"I have a conseffsion! I never liked you!" the other guy said. Max looked closer and realized that wasn't some other guy that was falling-it was an ultra link. He also saw the first guy was him!

_I remember that day!_ Max thought. _That's when steel and I linked up for the first time! _He kept walking and saw an ally way. He saw a girl with blond hair with red tips run down the ally way.

"Stay away from me!" she shouted.

"I'm not going to hurt you!" Max heard a familiar voice shout.

"You don't understand! Those you saw me use-I can't control them!"

"We'll help you!" The fimailr voice said. "I'm sure a fe training sessions with berto would help you-"

"I said I don't want your help" The girl said as she started running again.

"Wait!" the first guy said.

_I remember this. _Max thought. The guy ran tworads the end of the ally way and noticed the girl was gone.

"Great" the guy said. "Guys, I lost her"

"Maybe you should give it up max" Ferris said on the intercom.

"I'm not giving up!" Max shouted.

"Max, are you sure that's a wise idea?" Steel asked him. "I mean, what if she loses control?"

"I've nealy lost control millions of times!" max shouted. "And yet I haven't accidently killed anybody or blow up any buildings!"

"True" Steel said. "but she could be anywhere"

"then let's split up!" max said. "I'll cover this section, you'll cover that"

_Now a remember-_ He thought. _That was keeah that was running away from me! My god, that was before she met sil. I remember I saw her crying and I tried to comfort her-_ he turned around and saw a bug bulky guy that looked like a bane knockoff throw him into the wall. The bane knockoff picked up Max by his legs and his back, and rasied him in the air.

"How pathetic" The bane ripoff said. Let's call him Blake. "I've heard you were powerful, but this is a joke. Your starting to make me wonder what's going to break first. Your spirt" the bane ripoof goes even further by smacking Max's back agiant his leg, breaking the former's back. "Or your body"

_Right after that- _just as the bane ripoff was about to kill max, Keeah shouted at him.

"Oh, you are you?"

"My name is keeah, and I want you to leave him alone!"

"Oh really? How are you going to stop me?"

"Like this" kkeah said right before she rushed up to him and punched him in the face, knocking him into the ground. She then helped max up, even though he wouldn't stop screaming.

"Dude relax, you're not going to die!"

"Dude, he just broke my back!" Max said with pain.

"Oh really?" Keeah said as she tuned max around. She kneed him in the back, which made him fall on the floor, screaming some more.

"WHAT WAS THAT FOR?!"

"I was exspecting more of a "Thank you for fixing my back" Keeah said. Max was about to yell at keeah some more when he realized something. He could walk again. Keeah actuality fixed his back, like some sort of chiropractor.

"Wait, I thought you didn't want to help us" Steel said.

"Who said I wouldn't want to help someone who wants to be my friend?"

_I remember everything that happened after that. I let her stay at my place for a bit-_

"Holy crap, you ate everything in the fridge!"

"I was really hungry" Keeah said.

"Well, I was going to make an omelet but I guess I can forget it" Max said as he grabbed some cereal.

_And then Silver linked up with her, which actually surprised me-_

"KEEAH!" Max shouted as ultra link was going to try and take her over, but for some reason it didn't. For a second it seemed like the ultralink was going to kill Keeah, r make her into some sort of monster, but instead it shorted out and landed on the ground, with it's lights fading.

"I-I think I broke it" Keeah said as she grabbed a stick.

_I remember! That's was caused is to come on our side! I remember the first fight where we teamed up-it was awesome!_

Max turned around and saw a mad scientist trying to fight him and steel.

"I'M GOING TO POISION EVERYONE IN THE BUILDING!" he shouted. "BUT FIRST I'LL AVENGE FISHY!" Max was in a fighting stance, ready to take on this scientist, but he was soon disappointed. The scientist slipped, and fell into the vat of chemicals behind him.

"Well, that was anti-climactic" Steel said.

"Forget him, we have to stop that poison from getting out!" Max said as he ran to the computer.

"I've seen enough Movies to know that these things always have shut down code" Steel said.

"Well, what could it be?" Max said.

"Well, let's try something: ilikebigbuttsandicannotlie" steel said. "okay, that wasn't it"

"Let me try: Kimcardashian" Max said. Nothing.

"We only have three log in attempts and tree minutes until the poison is released!" steel said. They tried two more codes when a hand came out of the chemical vat and grabbed onto the railing.

"Well, it isn't poison or toxin, but what could it be?"

"Maybe it's something he really cares about" Steel said. "maybe a object or a relative, or-"

"That plastic fish!" Max said. "It has to be that plastic fish!"

"Well, what did he call it?"

"Aw crap, I forgot!"

"Well, think! We only have one minute left!"

"You…" some one behind them said. They turned around and saw some sort of creature come out the chemical vat. It was big, bulky, and hunched back.

"Is that Xander?" Max asked.

"You…you hurt fishy! YOU'LL DIE FOR THAT!"

_I remember that!_ Max thought. Max then resized something. He turned around and saw a blond hair girl kiss him. That was Jenny! He saw himself defeat at man dressed in strange clothing and a golden helmet with horns. That was him and Loki! (Another story a wrote) He saw a man that big bulky guy try and kill him. A bulky guy that looked like AOE glavatron. That's Makino. Max tried to think of what this could mean when it came to him.

_That's it!_ Max thought. _All of these my memories-when that bug's stinger hit his palm, it must have been a nerve leading to his brain! I created a link that didn't just give dread my memoires-it let me keep living after I was supposed to die in dread's body! Look out dread, because I'm still here. And I swear-I will get my body back!_

…

Somewhere in a dark cave, a man is standing in the area. He is pretty muscular, was bald, and hade a strange looking shoulder. he has a crystal looking jaw, a giant claw for a hand, dark purple eyes, and his three main colors were black, purple, and gray. This was the being known as exstroyer, and he was really pissed at one of his henchmen. The one he was mad at was Benjamin, and why he was mad was listed above. Go reread it if you forgot.

"I do not appreciate your failure, Benjamin" Exstroyer said as he turned around to Benjamin.

"Sir, please understand, it wasn't my fault. You see-"

"I DON'T WANT EXCUSES!" Exstroyer shouted, which freaked out Benjamin. that was when he realized that cooper and trent weren't with him. "Where are Trent and Cooper?"

"They were arrested" Benjamin said.

"You mean to tell me that not only did you fail me, but you also got caught?!"

"Hear me out sir, we would have come back with the stuff you wanted but-"

"If you say max steel got in your way, then you'll be in lots of trouble"

"Sir, that is what happened"

"You don't seem to understand. I said I do not appreciate your failure. You were known as the best thief in copper canyon, and that is why I hired you. You've managed to get away from the cops, Keeah silver, kingpin-and yet you couldn't stop Max Steel" exstroyer saw his other two henchmen walk in, and they knew that he was looking at them.

"You two" Exstroyer said to the two henchmen. "let this be an example of what happens when someone fails me" exstroyer pulled out his claw, and what he did was not PG-13 rated, so I won't go into much detail. Let's just say it resulted in blood splatter, and it scared the crap out of the other two minions.

"You two, clean this mess up!" Exstroyer shouted as he walked away. Fearing for their lives, the other henchmen go to do what exstroyer said.


	9. Chapter 9

Max woke up and yawned, ready to take on the day. He put on his jacket and walked into the living room, where steel was watching some Saturday morning cartoons. And before you ask, he was watching the original transformers on Netflix, because Saturday morning cartoons don't really exist anymore.

"Where are you going?"

"Well, since I was suspended from school, I'd thought I'd go for a quick walk" Max said as he put his headphones in.

_Wait, YOU GOT ME SUSPENDED?! _Max thought. This was around this time molly walked in, angry as fire.

"Mom, is something wrong?" Max asked.

"Someone spent $80 on my credit card"

"Hey, don't look at me" steel said. "I haven't bought anything with your credit card in months! If I want to buy something, I use Ferris'!"

"Well then, who did?!" Molly shouted.

"Well, what was it spent on?"

"An ITunes album of the 80's greatest hits"

"Oh, then that was me" max said.

"You like the 80's?" Steel said.

"Dude, the 80's were way better than that crap we have now!" Max shouted.

_Oh man. _Max thought. _I cannot believe those words came out my mouth!_

"Now if you excuse me, I'm going for a walk" Max said as he put in his head phones. His play list started with money for nothing by dire straits, and he was on his way.

…

Back at dread's headquarters, Jason has been really busy since he stole that flash drive. First of all, he redesigned all of the dread naughts, making them look more like The ninja soldiers from the 2003 ninja turtles cartoon. Second of all, he started on creating some artificial dragon flame. Then he started trying to find out ways to break into N-Tek, and he hired an intern by the name Jackson Stewart. He is not to be confused with Jackson Nadakai, the OC from earlier in the story.

This intern was as tall as Jason, he had black hair, blue eyes, and was commonly seen smoking a cigarette. At the moment he was trying to hack more of those files

"Jackson, how far have you gotten in those files?" Jason asked his intern, referring to the files he stole from N-Tek back in chapter 7.

"I can't seem to find out more about the dragon flame yet, but get this: Forge Ferris wants to get to second base with Kat Rayan!"

"Wow, I never knew about that" Jason said.

"But I did find something else interesting" Jackson said. "Do you know what XJ9 is?"

"Yes. It was a project me and Dread were working on while he was still alive. It didn't turn out so well"

"Do you know what happened to it?"

"No. If I did, I would have tried to get what's left of it. Why are you asking?"

"Because you might want to look at this" Jackson said. Jason looked at the files and saw something shocking-It had the location of XJ9's remains!

"Holy crap"

"Look, there's even some photos" Jackson said as he brought them up to the screen. Jason saw this to be a perfect opportunity to reclaim something that is supposed to be his. If he could resurrect Xj9, she and project darkkus can rain terror on N-Tek. He could imagine it now: XJ9 killing both Kat and berto, Darkkus stabbing max steel and snapping Ferris' neck, he thought it would be a great idea!

"Jackson, send some dread naughts to the bottom of the ocean. Tell them to bring up whatever they find"

"Yes sir"

…

Max was walking down the street doing all these retro dance moves to smooth criminal by Michael Jackson. Everyone was staring at him, but he didn't care.

_Okay, you're making a scene._ Max thought. Dread didn't stop, as dread somehow managed to do the gravity lean. It got worse when Max started singing along to the "Annie are you okay" part.

_Okay, you're really making a scene!_ Max thought.

"Mommy, what's with that weird man?" Some little girl asked.

"That is why we don't do drugs sweetie" Her mom said as she dragged the little girl away. Max didn't care as he was too busy getting foot loose to notice.

Nearby, Butch and his gang were roaming around. What were they doing you ask? Oh nothing, just some illegal stuff. You know, stuff like vandalism.

"Dude, do you see what I did to principle John's car?" One of butch's friends asked. I'm naming him Nick.

"Oh, you mean when you wrote "loser" on his windshield?" Butch said.

"And when I slashed his tires! Man, he's going to be so pissed!" Nick said with delight.

"What about what I did to his house?" The other friend said. Let's name him Flash.

"Dude, that was awesome!" Butch said. They looked over at the street ahead as Max was still getting footloose, this time to "Need you tonight" by INXS.

"Well, well, well, isn't it that McGrath dweeb!" Nick said.

"What's he doing?" Flash asked.

"Who cares? Let's go beat him up" Butch said. Butch doesn't really have a reason to beat up max other than the fact that the former is an A-Hole.

"HEY MCGRATH!" butch shouted at him.

_Don't respond to him, don't respond to him, don't respond to- _Max didn't hear them at all, and he only got their attention when he felt a rock hit him in the back.

"What the he-"

"Oh hello McGrath" Butch said as his two henchmen walked up to him.

"Do I know you?" Max asked as he took out his ear phones.

"Wow, you want us to leave you alone by pretending to not know who we are" butch said right before he laughed.

"Is there something I can help you with?" max asked. "Because I'm not pleased by your presence"

"Oh, was that your way of saying get lost?" Nick said as he pushed Max.

"I say that we beat the crap out of him and that we take anything he has on him"

"be ready to get the snot knocked out of you McGrath" nick said as he started trying to beat up Max.

_Dread, just ignore them and listen to more of this 80's stuff. _Max tried to tell dread through his thoughts. _They're not worth it. Just-_Max saw Nick charging at him with a crow bar, but max just ducked and kicked nick in the back. Max then took out his IPod and changed the next song from "Straight up" to "Beat it" by Michael Jackson. Nick tried to get back up and to fight max, but max didn't let him. First he grabbed nick's grow bar and kicked it away from the fight, making it hit butch's car which wasn't too far from the area. He then kicked Nick in the face, and he punched nick in the gut.

"Oh my god, he beat nick!" flash said.

"Why you-"

"Now now now" max said as he threw nick's phone at butch's face. "Let's not say something we might regret" the phone hit butch directly in the face, making butch have a nose bleed.

"No one makes me bleed my own blood!" Butch said in anger.

"Then it pleases me to be the first" Max said sarcastically. And I just made a reference that I'm not sure anyone is going to get.

_Are you trying to be a smart alec?!_ Max thought. Flash tried to beat the crap out of max, but max managed to dodge his attacks so much, Flash started getting tired resulting in max managing to sweep kick him.

"Now it's just you and me tubby" Max said, making a "Come at me" hand sign.

"TUBBY?!" Butch asked as he ran towards max. Max didn't hastate to beat butch, as he sucker punched him in the face. Max then kicked butch in the gut, and then elbowed in into the concrete.

"That's what you get when you want to mess with me" Max said as he walked away. He started dancing again, this time to "Take on me"

_That was easier than expected. _Dread thought to himself. _Oh hey, I love this part!_ Right when Max said that he saw the same place as yesterday being robbed, and this time by two different people.

"Come on Lennie, this dragon flame stuff ain't gonna steal itself" One of the henchmen said.

"I'm just worried as heck. You saw what exstroyer did to Benjamin, didn't you?!" Lennie said. "Rob, I'm sure that we're screwed!"

"But what if we're not?" Rob said. "I don't see a single cop car in sight. I don't see max steel anywhere. I'm sure we're safe"

"Fine, just take the case and let's get outta here!" Lennie said. Max saw something that looked rather pitiful car parked nearby an expired parking meter. It was beat up, chipping paint, and looked like a least obvious getaway car. Dread knew that steel was nowhere nearby and that this robbery need to be stopped. He tried to think of what to do when he got an idea. Max walked up to it with a knife he took from butch and opened the hood.

_Wow. _Dread thought. _This engine looks like it was made in 1965. That will make this even easier._

Max walked away from the van as he saw the two criminals run into it, and he started giggling.

_Dread, what did you do? _Max thought. Yes, max probably should know, but, you know, suspense.

"Okay, unlike Trent, we didn't set off the alarm. Now all we need to do is drive away" rob said as he put his key in the ignition. He was ready to drive away while listening to Justin Bieber but that didn't happen.

"What the?! It won't start!" Lenny said.

"That can't be right!" Rob said. "Come on. Start! START!" Rob walked out of the car and noticed something strange in the hood: something was leaking out. Now terrified, Rob ran over to the hood and opened it, and saw someone cut its fuel line.

"What the heck?!" Lennie asked. Max quietly walked away as the cops came and arrested them.

Meanwhile, Steel and Molly were walking down the street, talking about a date Molly went on.

"So this guy was flirting with all of the other girls, spent most of his time at the bar then at your table, was rude to the waiters, and you scheduled another date with him?"

"I know, I give people too many chances" Molly said.

"You should try going for a guy who looks like Brad Pit. He should also be nice, and someone max would like" steel said.

"Oh yeah, I almost forgot about max" Molly said. "Where is he?"

"Well, he said he went for a walk" Steel said.

"Yeah, but he's been gone for a while now. I'm starting to get worried" Molly said as she saw Max standing there, watching Lennie and Rob cure their heads off.

"What on earth is he doing?" Steel asked.

"I don't know" Molly said. she walked over to Max to see what he was doing, because he's laughing uncontrollably.

"Max, what's wrong?" Molly asked.

"Did you get infected some sort of laughing gas made by a clown?" Steel asked. You might have had to seen the Tim Burton Batman movie to get that reference.

"Oh no, I'm just laughing at those two idiots" max said as he pointed at Rob and Lennie. "I cut their fuel line"

"Why?" Molly said.

"They were trying to steal more of that dragon fire stuff" Max said.

"Okay, first of all, it's Dragon_ flame_" steel said. "Second of all, wouldn't calling the police been a whole lot easier?"

"Now where's the fun in that?" Max asked right before he continued laughing. "Alright steel, let's link and take out these pansies GO TURBO!"

"Is this someone's idea of a cruel joke?!" Lennie asked.

"Well, I thought it was pretty funny" max said, which gave the two crooks a shock. "Now hand over that case, or I'll do more than cut your fuel line"

"And what makes you think we'll comply?" Rob asked.

"Maybe because that means you guys get to go home uninjured and with your bones intact"

"Dude, I think we should give him the case" Lennie said.

"No way! Didn't you see what exstroyer did to Benjamin for his failure?! I don't want that to happen to us!"

_So exstroyer's behind this. _Dread thought. _Knowing him, there's no telling what would happen if he gets his hands on that case._

"Max, I don't think they're going to give us the case" Steel said.

"Don't worry, I have a plan"

"Hey Rob, should we get the-"

"NO! Let's try handling him ourselves first" rob grabbed a gun and tried to shoot max steel, but he missed, and max just caught the bullet. He flicked it back at them, which broke a fire hydrant right behind them.

"Now what?"

"TRY AGAIN!" Rob shouted as they kept shooting. Max converted into speed mode and he dodged all of the bullets. It wasn't before long until he managed to punch Rob in the face, knocking into the car. Lennie tried to hit him, but he slipped on the water leaking out of the fire hydrant and he hit his head against the car.

_With his skills, you'd think exstroyer would hire some better henchmen. _Dread thought.

"Hey Rob-"

"Yes, get the plan B devices" Rob sad as he wiped some blood off his lip.

_Plan B devices? _Dread thought. _What are plan B-_ Lennie and Rob pulled out what seemed to be suit case out of their cars. Lennie opened his and took out what looked like some of those slap bracelets. If that's not what their called, I'll explain what I'm talking about. Those things made out of a bendy plastic with small meatal rods that curl up on your arms if you slap it against your wrist.

Anyway, he put that device on his arm, and it started forming an suit of armor on Lennie's body. One minute, he looked like a skinny loser; the next he looked like a mixture of baymax's armored up mode and the invincible pearl from one piece. His helmet looked a tiny bit like Samus from Metroid blast, and his fore arms where huge.

_That is so lame!_ Max thought as his ghost laughed. He looked over at his body, who was just standing there. _Hello? Dread?_

Rob opened his case and pulled out what looked like chest armor. He put it on, and it also started forming on his body. This one looked more like a mixture of Samus' suit and iron man, and max thought this one was a lot cooler.

_Now that's what I'm talking about! _Max thought. He looked over at his body and saw he was in shock over what he was seeing.

"Impossible" Max said. "That's-That's my tech! How did they get my tech?!"

"Like our armor, max steel?" Lennie asked. "Some guy named naught sold it to us. I forgot his first name. I think it was something like Jennifer-"

"It's Jason, moron" Rob said.

"Your langue offends me" Lennie said disappointedly.

"Alright, enough games" Max said. "GO TURBO! CANNON!" Max turned into his cannon mode and tried to smash into Lennie, but Lennie put his forearms together, and somehow max's cannon attack had no effect.

"WHAT?!" Max's ghost, dread in max's body, and steel said at the same time.

"Hey, this shield works after all!" Lennie said as he punched Max, sending him flying into three buildings behind him.

"Okay, let's try going for iron man this time" Steel said as Max got back up. He rushed towards rob (in speed mode of course) in order to strike him but this attack failed. Rob grabbed two poles out of his thighs which soon turned into guns. He started shooting at max rapidity, knocking max back.

"Wow, it's almost if these things were designed to kill max steel"

_THEY WERE!_ Max thought. _If dread made them, then he should have mad them impossible to destroy! None of max steel's attacks will work on them!_

"Max do you think we should try again?" Steel said.

"Just try and stop us!" Lennie said. Max tried to fight both of them at once, but failed. Lennie used his shield again and rob shot him twice, knocking him into the wall.

"Give up yet?" Lennie asked.

"Lennie, leave him!" Rob said. "Remember, if we don't give this case to exstroyer, he's going to kill us both!"

"Aw, but I want to kill max steel first!"

"We don't have time for that!" Rob shouted, not noticing max getting back up. Max was pretty injured, and he was bleeding from his forehead, but he was still not going to give up. He noticed what looked like a panel that was out of place on Rob's back. Thinking this was a weak spot, Max punched him in the back, but with no avail.

"What?!" Max said out loud.

"I said we don't have time for you!" Rob said as he smacked max back again. Molly was really getting worried by what she was seeing, and she started trying to call N-Tek, telling them about what was happening. Randessa picked up the phone, and told Molly that Ferris was busy trying to find a damaged ultralink in Mexico, and he couldn't help her.

"What about Keeah? Can't she help?!" Molly asked.

"Sorry, but we don't know where she is" Randessa said.

"I-I just don't think max can win here"

"You're an annoyance, Max steel" Rob said. "This is going to be so good for u-" rob noticed Lennie was standing there, in full out panic mode.

"Lennie, what's-" Rob then looked in Lennie direction and saw what was scaring Lennie so much. It was a figure standing out in the distance, and it looked like they really didn't like what they saw.

"What's gotten into them?" Steel asked as Max got up.

"You two are late with my dragon flame" the figure said. "I don't appreciate tardiness" max looked at the figure and instantly recognized who it was. It was Exstroyer.


	10. CLASH! Max Steel VS Exstroyer!

"B-b-boss!" Lennie said. "We didn't expect to run into you!"

"Cut the crap" Exstroyer said as he leapt down. "What's with the dumb armor? Is that why $80,000 were missing from my bank account?"

"Yes, but sir, please understand, these aren't a waste of money!" Rob said. "These things are indestructible! We have max steel-"

"Indestructible you say?" exstroyer said as he walked over to rob. "Let's see how well that theory holds" exstroyer grabbed unto Rob's arm, and he squeezed tightly. Max looked in shock that rob looked like he was in pain. Exstroyer tightened his grip and something even more shocking happened-the armor broke! Dread couldn't believe the armor he had perfected that not even he could destroy was broken by an animal with a sharp claw. Neither could max.

"Now, if your armor is so tough, why haven't you finished off max steel yet?"

"Well, we were going to but-" Lennie couldn't finish because exstroyer cut through his armor, making him fall backwards.

"Lennie" Rob said in an upset tone.

"I told you what would happen if you fail me. Poor Lennie remembered that too late" Exstoryer said.

He-he killed him! Max thought. That heartless jerk killed one of his own men!

"Now, Rob, since you're so confident in your ability to kill max steel, I'll let you finish the job" exstroyer said as he sat down. "I'll give you five minutes"

"Right sir" Rob said as he turned around, ready to fight max steel.

"Sending your cronies to fight me instead of fighting me yourself" Max said. "I knew you were rich and you were viscous, but I didn't know you were a coward"

"Coward?" exstroyer said right before he laughed. "If my men think their confident enough to take on you, then I'll let them! Now, kill him Rob!"

"Sure boss" Rob said worryingly.

"Remember: If you don't kill him in five minutes, I kill you. Got it?"

"Yes sir" Rob said. Rob started charging towards Max, ready to use his repulsion blasts in order to maybe punch a hole in max steel's stomach. Max, knowing of what would happen if he just stood there, turned into Speed mode and quickly got out of the way, witch made rob blow a hole into the burger king nearby. Max turned into strength mode and grabbed rob, and threw him out of the door, which smashed the glass on the outside.

"Man, my boss isn't going to like this" The Burger King casher said as she saw what was left of the entrance. Rob continued to try and take on max steel, only this time to get thrown into a moving bus. The shock of the impact caused the bus to go off course, heading towards a BoJangles in the distance.

"Max, there's people inside of that bus!" Steel said.

"I know!" max said as he rushed towards the bus in speed mode. Max turned into strength mode and he grabbed the side of the bus, and ripped off half of it. He started asking everyone to get out, now or else. Most people climbed on his back in order to get out, other people jumped off of the Bus directly. Max the pushed the side of the bus away from his face, causing rob to fall out of it.

"He doesn't seem so though now that exstroyer damaged his armor" Steel said.

I just noticed that too. Dread thought to himself. As did I, the writer.

"Four minutes" Exstroyer said off to the distance. Rob got back up, and he tried something else. Max rushed towards him, ready to take him on, but Rob pulled a parking meter off the street that he was standing on, and he hit max in the face with it. This knock max back a bit from the fight, causing him to smash into the thrift shop behind him. Max landed in the old clothing department, knocking about all of it over. This resulted in him being buried underneath a pile of clothes, and rob coming in to finish the job.

"Excuse me miss, have you seen a white and blue man that looks like a power ranger burst through here?" he asked the cashier, who was in her eighties.

"Huh?" she asked. "What about a lone ranger and beer?"

"That's not what I asked" he said, not noticing max was getting up behind him.

"Funny, I think my dad used to have a jacket just like this!" max said as he held an old jacket.

"Why would he wear something like that?" Steel asked.

"Who knows?" max said, trying not to give away that they were not talking about the same person.

"There you are!" Rob said as he tried to shoot max with a repulsion blast. Max managed to dodged this, making rob hit the antique plates behind him. Max then changed to speed mode and rammed himself into rob, sending him flying into the other side of the store. Max then grabbed rob by the shoulder and threw him at the window where you would look at what they had (If they have an official name I do not know what it is) making rob smash into a parked car.

"One minute" exstroyer said as rob got up. He tried to punch max in the face but max grabbed his fist and threw him in the direction that exstroyer was in. max walked up to him, and rob started saying something.

"It's over…" rob-now injured and bleeding-said. "Go ahead Max steel…finish me"

"With pleasure" Max said as he jumped up, and looked like he was going to make a kick. Rob closed his eyes waiting the impact that most likely would crush his skull, but something strange happened. Rob heard a noise that sounded like Max's foot hitting something, but he didn't feel anything. Rob opened his eyes and saw some blood flying across from him, but he realized it wasn't his. He turned around and saw something amazing-Max spared him, and instead kicked Exstroyer in the face.

"You fool" exstroyer said as he tried to get up. "You will pay for that"

"That would be nice if you would actually fight me, instead of sending an underling to fight me" Max said a he cracked his knuckles. "After all, it's your butt I want to kick, not his"

"And may I ask why do you want to do that?"

"Because I know you too well, Winters" Max said. "If you use the that dragon fire-"

"I GIVE UP!" steel shouted, interrupting Max.

"As I was saying before I was so rudely interrupted, I know what that energy is capable of, and I know what disasters could happen if they got in the wrong hands. And your hands are horribly wrong"

_Okay, you've GOT to be quoting something!_ Max thought. Surprisingly, no, I wasn't. I didn't hear a speech like that in One Piece, or Naruto, or Transformers prime; that was just something I thought up. And the weird thing about it was that I thought it up while watching my dog take a crap.

"Very well then. You realize that I will show you no mercy" Exstroyer said as he cracked his-um-claw? I dunno, you come up with something.

"Strike me" Max said. Exstroyer transformed into a gorilla and tried to punch Max, but max just grabbed his fist and turned him over, smashing him into the ground. Exstroyer soon transformed in a spider and tried to shoot a few webs at Max, but max transformed in flight mode, flew out of the way of those projectiles, and turned into straight mode and fell right down towards exstroyer, attempting to squish him like a big. Exstroyer transformed once again (this time into T-Rex) in an attempt that he may do and Arlong and try to bite through max steel's bones. Only one piece fans will get that reference.

"Okay, that might be a problem" Steel said as he saw that.

"As long as it's not a dragon, we can take it down!" Max said as he rushed towards the T-Rex in speed mode. "GO TURBO! CLONE!" soon twelve Max Steels ran rampid around the city and tried to confuse exstroyer. Exstroyer didn't fall for it, mainly because he had an easy solution-if he couldn't figure out which was the real max steel, then he'll just kill them all. CHOMP! One dead. STOMP! Three dead. SMASH! Seven dead. SLAM! Eleven dead. Exstoyer noticed that he had killed all of the max steels that were attacking him, but he remembered that there were twelve. He also realized in three second that all of the ones he killed were clones. So where was the real one?

"Looking for me?" Max shouted as he used strength mode to grab Exstroyer's leg and slammed his body into the side of the building next to him. Exstoryer tuned back into a human and tried going for a different method. He quickly jumped out of the way, and he was really high up in the air.

"What's he doing?" Steel asked.

"I-I don't know" Max said. But so far, I don't like it. Exstroyer did what seemed like a flip in the air and he formed a kick, and he sky rocketed down towards max, slamming him into the ground. Max really felt the pain as Exstoyer's foot slammed against his chest, and on his back as he hit the ground, shattering the concrete underneath him.

"Now I think I know where Keeah got that move" Steel said. Exstroyer got back up and transformed into his gorilla mode, and grabbed max and threw him through ten buildings (kinda like the way Jenny did to Toxzon in my "Betrayal" fanifc) making everyone panic. Max turned into flight mode and tired flying towards Exstroyer while in his "King Kong" mode (And I will be really disappointed if none of you even know what King Kong is) and tried to ram into him, but exstroyer jumped up and slammed max down into the building he was standing on top of, making him smash though all forty floors in the building, which scared the heck out of everyone one in the building.

It was a little while until Exstroyer had max pinned down in the lobby, and this was around the time a new casting team came in and started reporting on what they saw. "Hecko, my name is JoAnna James, and your witnessing live a fight between max steel and Exstroyer, right in the lobby of the Startech enterprises building!"

What's happening?! Dread thought. I had the upper hand in this fight a little while ago! How did the tables suddenly turn on me?!

"Hey boss" some guy said as he walked in, carrying a case. "One of the criminals that stole the dragon flame returned the case to me, and he said-" Exstroyer looked over at the guy and saw the case in his hands, and he completely let go fo max steel.

"Where's Mr. Shane?"

"He's not in at the moment. But I am!" Exstroyer said. "GIVE ME THE CASE!"

"No way man!" the guy said as he tried to head for the door. The guy almost made it until exstroyer put his claw to use, and-well-since this is kinda R-rated what happened here, let's just say that guy will never go to retirement. That he's going to become homies with Jesus. And estroyer's claw is to blame.

"I'll be taking this, thank you" exstroyer said as he took the case.

"No" Max said as he slowly got back up. "I'm not going to let you take it!"

"How sad!" Exstroyer said as he punched max in the gut. "Just a minute ago, you had the upper hand. And now, you don't even have the strength to stand!"

Come on dread, don't die here! Max thought. I can't believe I'm saying this, but I need you to win! I've seen what the dragon flame can do if not handled properly. I understand your concern, just please don't die here!

"Now, I wonder what would happen if I tried to bond with the dragon-" exstroyer was about to finish and crush the glass that the dragon Flame was in, but something stopped him. Something that felt as if someone shot him in the back.

"You get the heck away from him" Ferris said. Max looked up at him and saw he was standing at the damaged entrance, holding a gun. What happened was that after they captured the crippled ultralink Ferris got a call from Randessa telling him that Molly has been trying to contact him for a while. He got grip of what was going on and he rushed over to the battle field.

"Well, you're late to the party" Exstroyer said as he turned around.

"Drop the case, and you can walk away, bullet free" Ferris said.

"You don't know a thing about me, do you?" exstroyer said as he walked up to Ferris. Ferris tried to shoot exstroyer repeatedly, but nothing happened.

"I've grown an immunity to bullets!" exstroyer said as he grabbed Ferris' gun and crushed it. Ferris tried to look as if he had no other option, but he was hiding something in his pocket. This was an experiment weapon that Berto was working on. It was something similar to a lightsaber, and he was about to pull it out right before exstroyer kicked him in the gut. Wait, first I have him get kicked in the family jewels, and I have him get kicked in the gut, and in a different fanfic I said he got shot and stabbed. My god, Ferris is like the Kenny of my Max Steel Fanfiction universe. Only he's still alive. Then I guess he's Zoro.

"Now to finish this jo-"

"I don't get it" Steel said.

"Huh?"

"Why do you want the dragon flame?" Steel said. "How can I benefit you? It's not dragon DNA, so what would you want with it?" This made exstroyer laugh like crazy much to Max's and Steel's shock.

"Why tell you-" Exstroyer said a she crushed the container. "When I can show you" the dragon flame energy absorbed itself into Exstroyer's body, and something strange happened soon afterwards. Exstroyer's body started changing, and in a strange way. His arms turned in to claws, his back grew wings, and his neck started extending as his head was changing shape.

"Holy crud" Ferris said.

"He's-he's-" steel said as exstroyer's body also grew as he grew a tail. "He's turning into a dragon!"

I am SO not telling Keeah about this. Max thought.

_How is that possible?!_ Dread thought. _He absorbed the energy, and he turned into a dragon! How the heck could he do that?!_

Exstroyer roared as he tried to slice Max in four. Max quickly turned into speed and rushed out of the building, hoping that he wouldn't run into Exstroyer. This didn't work as Exstroyer busted out of the building, and attempted to burn max with a breath of fire. Ferris ran out of the building soon after. One thing they didn't notice was that some came by and took the case with the dragon flame.

"How is that possible?!" Steel asked. "I though dragon flame was something that Keeah's mom made and tested on herself while she was present!"

"I thought that too" max said, after looking through some of Max's memoires. "What I'm more worried about is how are we going to take him down now?"

"Maybe he'll fall in love with a donkey?" Steel said.

"That is one of the dumbest things I've ever heard" Max said as he switched to flight mode.

"Clearly you've never seen the movie Shrek" Steel said. Yeah, I felt like I had to do that. Moving aside from the forced reference, max tried to think of how to fight a dragon. I'm also trying to think of one, because the movie I can remember seeing someone kill a dragon was Sleeping Beauty. And I'm not sure why dread would EVER watch that movie. Hold on while I try and think of one. And by think of one I mean look it up.

"You have it here folks!" Joanna said after she saw the dragon try to fry max steel. "That dragon was just let lose by Startech industries, and were not sure why. All we know is that it wants to destroy max steel!" this news cast reaches everyone-

Ann, who is painting her nails-

Jackson, who after watching this fight for ten minutes decided to change the channel-

Molly, who was standing nearby-

And a girl in new York, with her friend. Her friend got up in order to try and help max, but she stopped her companion.

"Relax, I'm sure max has this" she said.

"Max, we have to do something!"

"I'm thinking, I'm thinking!" Max said. Max tried to look though his memories to see if he had a sword of some sort, and he found one. However, he saw this sword was damaged by a "Dragon Flame" Sword in a training session.

"Max"

"I SAID I'M THINKING!" max shouted.

"That's not what I'm talking about" Steel said.

"Then what are you-"

"DODGE!" Steel shouted. Max tried to think about what steel was trying to say when he learned it the hard way. Max felt Exstroyer's dragon tail hit him in the back, making max collide into a building. Exstroyer then used his jaws to comp away part of said building, making everyone out of the building fall out of the side (Kinda like that scene in Transformers Dark Of The Moon with the driller worm) including max.

"GO TURBO! FLIGHT!" Max shouted as he morphed into flight mode. He flew out of the collapsing building, and tried to avoid all of exstroyer's claws.

"Max, there's several people falling from the building!" Steel said. At this moment, Max turned around and saw people falling out of the shattered windows at high altitude. Max flew towards them hoping to try and save all of them.

_There's so many_. Dread thought as he tried to rescue two of them. He grabbed two of them by their suits and tossed them onto another building. He tried to grab another woman but he noticed how many other people were also falling from the building. Max was now stressed to every point. He didn't know how he could both avoid dragon exstroyer and saving all off these people. But then he noticed that the N-Tek was trying to also save them, and that he had almost nothing to worry about. Cytro was saving everyone else, and so were the rest of N-Tek's ships.

"Wow" max said. "I've never noticed what these guys do to save countless lives"

"What are you talking about?" steel said. "You see that every day!"

"Oh. Yeah" Max said. Max, now with the benefit of knowing that those people will live, decided to try and stop Exstroyer. He flew over to Exstroyer, and tried to hit him in cannon mode. Exstroyer just grabbed him, making him turn back into base mode.

"**Look at this**" Exstoyer said as he tightened his grip. "**What was once a great hero is now a weakling trapped in my hand. This is going to feel good getting revenge on you for all of the times you foiled my schemes. All of the times you made me angry. All of the times that your miserable existence ruined mine! I hope you're ready to die!**"

"I don't recall saying I was" max said as he turned into strength mode. He grabbed one of the finger nails on exstroyer's claws and pulled it back, making exstroyer scream in pain. Then he turned into flight mode and rammed himself into exstroyer's stomach.

"Go max!" that girl I mentioned earlier said.

"This episode of the Simpsons is really funny!" Jackson said, not giving a Darn about the fight.

"What is with the way he did that?" Ann asked.

Max then slammed exstroyer into another building, and hoped he had seen the last of this giant. He then turned into cannon mode and slammed into exstroyer, which seemingly finished him.

"Well, that takes care of that" Max said as he walked away.

"that was almost too easy" Steel said.

"I'm Max Steel" Max said, not noticing what was going on behind him. "Nothing's too har-" Max didn't even get to finish because Exstroyer got up and snapped his jaw shut, seeming have eaten Max steel. This made Molly scream, Ann look in horror while she hugged her pillow, Jackson laugh at something stupid Homer did, and the girl look in suspense.

"I think we should have gone down there and helped him" her friend said.

"I'm sure this fight isn't over yet" the girl said as she kept watching.

And the girl was right. Soon Exstroyer felt his mouth open, as Max (In strength mode) forced open his jaws. He was a slobbery mess, but he certainly wasn't eaten.

_I can't believe I'm saying-or thinking, rather-but dread, that was freaking AWESOME!_ Max thought.

"Sorry, looks like you have to find a new main course" max said as he yanked on exstroyer's tooth, making him scream as Max jumped down.

"**You'll pay for that!**"

"Make me!" Max shouted. Dread still had no clue on how he was going to finish this fight. So far all of his attacks only shoved the ginormous beast, and there was no way he was sure he could stop this fight. Exstroyer tried to fly over to max while burning him with his fire breath, but max kept dodging. Molly, who was still panicking, ran over to berto, asking him if he knew a way the fight would end.

"Well, I do have this" Berto said as he pulled out an AK-47.

"No way I'm letting max go near a gun like that!" Molly shouted. This was when Ferris walked over to them, trying to also think about how he could help max defeat this dragon.

"Ferris, surely you have something that Max can use to take down that beast!"

"Like what?" Berto asked. "I'm still repairing his sword after Keeah broke it! You won't let his use any fire arms, what are we supposed to do?" Ferris thought for a bit on what the heck they could do in this situation, and he came up with something.

"Berto, do you have something that we can use to launch at Max?" Ferris asked.

"I think so. Why?"

"I think he can use this" Ferris said as he took the plot device-er, I mean lightsaber out of his pocket.

"You never used that?!"

"I was going to, but exstroyer stopped me!" Ferris said.

"Whatever, how are we supposed to get it to max?"

"I just asked you that" Ferris said.

"Oh, right. Let me look" Berto said.

"Hey, forge Ferris" Max said as he rammed himself into exstroyer's neck, which did nothing. "If you're going to do something, do it now!"

"Max!" Ferris shouted as he threw the not-lightsaber at max. Max grabbed it and looked at it strangely.

"**What on earth is that?!**" Exstroyer said.

"It looks like a meatal stick" Max just replied. This made exstroyer laugh. Exstroyer then flew up and lunged (I hope I used that word correctly) himself forward at max, hoping he could crush the latter. Max kept looking at the metal stick and he pressed a button, and what happened next amazed him. A green lightsaberish came out of the end of the stick, and it even made the noise as max swung it along.

"**A lightsaber**?" exstroyer asked right before he laughed. "**You think a Sci-Fi movie weapon from the 70's is going to stop me?!**"

"One, there's a new Star Wars movie coming in December" steel said as max started flying towards the dragon. "Two: yes, yes we do"

"**Then just try and stop me**" Extroyer said as he spread out his wings. He breathed some more fire, in order to burn max steel, but he missed, and torched the billboard with the half-naked woman behind Max.

"Aw man, I really liked that billboard" Ferris said. This kinda made Molly angry.

"Use the force, Luke" Steel joking said as max flew toward exstroyer's stomach.

"Shut up or you're next" Max said as he arrived. Exstroyer tried to chomp on max, but Max had other plans. He took the light saber, and he sliced exstroyer in the chest, making exstroyer scream. What do I mean? Ever seen that fight Between Zoro and Mihawk where Zoro loses and lets Mihawk finish him off? And this really pissed off luffy, Jonny and Yosaku? It was kinda like that, only nobody tried to avenge Exstroyer by launching himself at max, only for the latter to move out of the way. Exstroyer soon back to normal, and everyone looks in shock over what happened.

"My god" Ferris said.

"This can't be max. It just can't be!" Ann said.

"Wow, that guy was an idiot!" Jackson said, assuming he was watching the episode of the Simpsons where that guy was trying to be like homer, which results in him grabbing two power cables without gloves. Next thing you know, there was a funeral.

"What?" the girl said. "I never thought max would try and do that"

"MAX MCGRATH!" Molly shouted.

"Relax, I didn't hit any vital organs" max said as he turned off the light saber. "He's going to live"

"That-that was violent" Berto said. Kat and Jefferson walk out of the ship right when they saw exstroyer (now back into his "base" form) injured, and bleeding. Jefferson and Kat grabbed him and escorted Him into their prison cell.

"Berto, I want you to find out why that dragon flame made Exstroyer turn into a dragon" Ferris said as they entered the ship.

"that might be a bit of a problem, sir" Berto said.

"And why is that?"

"Remember when Keeah gave us a sample of her blood so that we could study it?"

"Yeah?"

"It got destroyed in the attack where we lost all of my research of Dragon flame about a week ago"

"Great. What about the fake dragon flame energy?"

"I went to get some, but someone else already took it"

"Who the heck took the fake dragon flame energy, then?"

…

Somewhere in a dark room, a giant and hunchbacked man walks in. not much could be identified about him, only that he had what looked like a green flame coming out of his back, and he had two giant ciliders on his back that looked like canisters. He was carrying the stolen case, and he put it on the table. He opens the case and grabs the only dragon flame sample that hasn't been broken. Looks at it with delight.

"You, my pretty, are going to help me with my toxic nation" he said right before he laughed.


	11. New descovery! What is XJ9?

Inside of Jason's lair, Jackson was doing a million things at once. On the computer he was trying to find out more about the dragon flame, in another tab he was trying to find a soulmate, in one corner was a developing dragon flame, but the thing he was busiest with was some devices he was working on. These weren't for Jason, but they were for himself. The only one he developed so far looked a tiny bit like that exo-skeleton from that episode of Phineas and Ferb when the boys try to help Jeremy dance, and he put it on his arm. There was little circles on his finger tips and hi palms, and they had a purpose.

"Let's see if this works" Jackson said as he looked over at an empty can of coke. He waved his hand over it, which seemed to do something, but what exactly was not clear. He then raised his hand, and the can raised as well, much to his amazement. He then made his hand into a fist, and the can of coke flattened itself. He then opened his palm, and the crushed soda can fell on the floor.

"Looks like it works!" Jackson said. He was about to try something else (Jason's sport illustrated magazine to be exact) and was going to try and rip it in half with bot of his hands, when he heard footsteps. He luckily took off this device and hid it his drawer, and he turned around and just smiled as Jason walked into the room.

"Jackson, I trust you're getting some work done" Jason said.

"Yes sir, I've gotten some more info on the dragon flame" Jackson said as at back down in the chair. "According to these files, the dragon flame was created Seventeen years ago when a science experiment took place. A woman named jennet Shay managed to create a special energy called she called "dragon flame" with this energy, she was unstoppable, and could generate weapons at will. It also enhanced her endurance, strength and speed"

"Interesting" Jason said. "So we just have to find her?"

"That might be hard" Jackson said. "Not that many people knew she existed or that the dragon flame existed. She only told her husband, and for a good reason"

"Why is that?"

"The dragon flame was unstable. She found this out because she accidently killed an army general. This dragon flame caused an entire mess, and she knew that many people were coming after her. This got even worse when she found out she was pregnant"

"So I'm guessing that she was scared that they would do something to her child-to-be"

"Exactly. The family kept on moving until the child was born. Her mother died in child birth, and her husband took care of the girl and named her Keeah. He wanted to name her Samantha but her mother wanted to call her that, so he did. However, someone in the military caught wind of the child, and they wanted to capture her so they can recreate the dragon flame. One day, Samantha found out about her abilities when she destroyer a phone just by touching it. Her father soon became concerned when an army of military men attacked the house, and killed the father. They then tried to kill the girl, but she let out a huge burst of energy which killed the men, and she went on the run"

"I don't give a darn about where it came from, I just want to know if you found out the formula!"

"That's the part you're not going to like" Jackson said. "Jennet never wrote it down, so the military was hoping they could get the child's blood in order to create an army of super soldiers. And snice they never caught her, they couldn't do it. However, this nerd at N-Tek has been trying to figure out the formula"

"Is that why we have these weird items over here?" Jason asked.

"Yes, those are the ingredients" Jackson said. "However, I ran into a little problem"

"What problem?"

"This formula here-it's incomplete"

"Incomplete?!" Jason asked with fury in his voice. What do you mean incomplete?!"

"Incomplete, as in Un-finished" Jackson said. "When you stole this file N-Tek was still in the middle of finding it out themselves!"

"Great" Jason said. "Do you think you can finish it?"

"As sure of the fact that Toxzon's crazy" Jackson said. He was getting started when he noticed a bunch of dread naughts walking in. they were covered in rust, seaweed, and moss. They looked like they were diving for who knows how long.

"Sir, we've found it" their leader said. How do we know which one is the leader? The leader has Jason's mark on it. looked like a mix of the fire nation's and the fairly tail guild's mark.

"XJ9?!"

"Yep, right here sir" he dreadnaughts said.

"So what exactly is Xj9?" Jackson asked. "Is it a weapon, a robot, a-" they carried Xj9 onto the ground and laced her down. Jackson and Jason looked down, and saw what was left of Xj9. She was missing her arm and her leg, and her hand. Her body was mostly intact, and from Jackson could tell, she was nude.

"It's a girl" Jackson said. "What happened to her?"

"Max Steel had no choice but to kill her. I'm guessing they had to strip her in order for us to never find her. That or they're perverts"

"So this girl is a robot Jackson said. Jason was wondering how Jackson easily noticed this. Then he noticed that the "skin" was missing from half of her face and some of her arm.

"Jackson, I would like you to get to work on repairing this" Jason said as he walked away.

"Righto, sir" Jackson said as he grabbed her by the hair and dragged her onto his work table. He then opened a file about cytro, and he started getting to work.

…

Remember star tech industries? The company that made the artificial dragon flame? Well, they're going to become more important here. At the building, press are coming from everywhere, waiting for Mr. David Shane to arrive. David Shane is the CEO of startech industries. He was at a conference meeting across town when exstroyer broke into his building, and that guy who wanted to talk to him thought he had already come back. Mr. Shane was told by his secretary Britney about the attack, and as a result, he had to leave the conference early.

"What happened here?!" Mr. Shane asked his Limbo driver.

"MR. SHANE!" Everyone of the news reporters said as they run up to him. "My name is Chire arroyo! My name is Joanna James, my name is-"

"Hold on, hold on, I can only answer you one at a time. How about-you, with the daily bugle?" he asked.

"Sir, my name is Maria Langdon, and I have to ask you: was startech involved with that giant dragon that attacked the city an hour ago?"

"Heck no" Mr. Shane said. "I don't know how that dragon came into existence, or what it was doing in my building. All I know is that we were not involved in that creature attacking the city"

'What about the dragon flame?" Joanna James said. "Two people tried to steal the dragon flame that you were working on. Do you now if that could have been the cause?"

"That is very unlikely" Mr. Shane said. "That seems to be a very popular product. So popular in fact that everyone is trying to get it before it comes out. I have no idea what would cause it to make a dragon like that, even if the two thieves were being careless with the stuff"

"What about the stolen dragon flame? Have you recovered it yet?"

"Not yet. But unlike it's creator, we have written it down, so in the unlikely cicero that we would never get it back, we can always make more. I would love to stay and chat with you some more, but I have to go now. Good bye" Mr. Shane said as he entered the building. When he entered the building, he saw many people trying to fix everything that was damaged. This looked like ti was going to take a while, because instead of a door they had a HUGE FREAKING HOLE, the floor was smashed, the desk was broken into many pieces the size of Duplo bricks, and the statue of Mr. Shane's father was broken.

"My god, this is going to cost a fortune to fix" Mr. Shane said in a stressed tone.

"Mr. Stone!" Someone said behind him. This was his trusty scientist ben Tennyson. He was tall, had green eyes with glasses, brown hair, and he had a cigarette in his mouth. He wore a big white lab coat, a green tee shirt and brown pants.

"What is it Tennyson?"

"We did some more research on the dragon flame. We found out why that "exstoyer" guy was-"

"Tell it to me latter" Mr. Shane said. "OI have a thousand and one things on my min-" Mr. Shane looked over at that guy that was killed last chapter by exstroyer.

"Oh my god, he killed Kenny" Mr. Shane said. "That jerk" okay, I noticed I'm using that joke too much. Too bad it's one of the only quotes from South Park I know.

'Sir, someone wants to talk to you on the phone" Britney said as she waked in.

"Hello?"Mr. Shane said as he picked it up. "I'll be in my office"

"Okay sir" Tennyson said. Mr. Shane walked into the room and looked to see if anyone was watching. He noticed no one was, but just in case, he locked the door and closed all of the blinds. He then plugged the phone into his computer, and did a quick code, and said "no one's looking, you may speak"

"Mr. Shane, I hope your study on the dragon flame is going well" the person on the other line said.

"Yes, it is. We had a minor hiccup, but soon you will have enough power that enough power that not even keeah sliver herself could stop you"

"What do you mean minor hiccup?"

"I forgot, you don't watch the news. Someone broke in a few days ago, and he used the dragon flame to turn into a dragon. We have no Darn clue on how that happened, but with that blood sample you got from Jason, we soon will"

"You better" The voice said. "You remember why I asked you to help me with this project, right?"

"Yes, two reasons" Mr. Shane said. "First reason: Naught is too stupid to acutely try and do this for you. Two: Elina" Mr. Shane said. Who's elina? Elina is Mr. Shane's daughter, and the only family he has left after his wife died in a car wreck three years ago. Last year, he found out she had a terrible disease that if not treated can be fatal. Really caring his daughter, he went through heck trying to find a cure, and this guy he's working with has one. But if he screws up, this guy saved her from dying, and he can return her to her death state just like that.

"exactly" the man said. "I give you the dose of turbo energy that can save her, you make the dragon flame. Got it?"

"right" Mr. Shane said. "So far all of our tests have been failures. One we accidently changed a woman's DNA from skin to electricity. It took a few rubber bullets to kill her. Then our second test made a man into a monster, and we had one heck of a time trying to keep it in the building and to kill it. The rest is pretty boring, so I'll spare you the details"

"Understood. Remember, fail me, and her life won't be the only one lost" the man said as he hung up.

…

"So how much of the dragon flame formula do we have left?"

"Honestly sir, none" berto said in disappointment. "When Jason hacked the main computer, he took every file on there. We don't even have that useless empty file that used to have stats on your dating life"

"I was right to delete everything in there" Ferris said. He didn't delete everything though. See two chapters ago to see what I'm talking about. "So we basically have nothing on the dragon flame?"

"Nothing sir"

"And you didn't back up the files?"

"I did, but Jason stole those too!"

"Oh" Ferris said. "Regardless, do we still have that blood sample from Keeah?"

"Nope, Jason stole that too"

"Crap" Ferris said. "We need to know why that dragon flame turned exstroyer into a dragon, and we need to know now!"

"Do you think keeah knows the answer?"

"No, and even if she did, we don't know where the heck she is! She hasn't contacted us, she hasn't shown up, she could be dead for all we know!"

"I don't like your pessimism" Berto said. To be honest, I'm also kind of a pessimist, hence why most of my stories have a dark tone, like this one for example. So he might not like me. "Hey, do you think Max might know?"

Out of all of us, why would HE be the one that knows where she is?" Ferris asked.

…

Max was deep asleep. He was glad after what he did today, and he was planning on finding out about the dragon flame. But as dread was having a dream of him and Ann kissing under the moon light, the real max was trying to see if he could get his body back. So far he's tried to regain control of his leg, his right arm, and his neck, but so far, nothing's worked. So now he's trying his left arm.

_Come on, _Max thought. _I know I can do this! I just need to focus- _ghost Max waved his hand, and basically tried to do an Itto Itto NoMi (Or string-string fruit, as it's translated. Take a wild guess what anime I got that from) in order to gain control over his body. Then Max noticed something-he saw the fingers move. And it wasn't dread who moved them-it was max!

_Aright, I'm on the right path! _Max said. _Now let's see if I can move the palm-_Max tried even harder and he managed to move the whole thing, much to his chagrin. He made his hand reach out on the desk and made his hand pick up a pencil on the desk.

_Yes! _Max thought. _Now let's try and get that note pad-_ max tried to extend his fingers so that he may grab the note pad. He succeeded, and noticed a cute drawing of Ann on the paper.

_Hmm, that's a cute drawing. I never knew dread could draw. _Max flipped over the page and tried to see if he could write some sort of message with the pencil he had earlier.

_Okay, what should I write? Help me, I'm just a fragment in dread's brain in my body? No, that sounds stupid. How about just help me? Maybe I could show this to Keeah, and then I-oh that's right, keeah's in New York. Dang it, I'm running out of options! Alright, I'll just put "help me!" _Max tried to write help me on the note pad, but he couldn't. He only got to write "hel-" when his pencil snapped.

_Great. _Max said. He then noticed something max slowly started to open his eyes.

_Oh crap, dread's not a heavy sleeper! _Max thought. _I've got to get rid of the note! Wait-_Max noticed his body trying to push his hand off the desk, and the note pad was coming with it. Much to max's luck, the note pad landed in the garbage.

_Thank god!_ Max thought.

"What was that noise?" Max asked. He looked around and he didn't see anything, so he just went back to sleep, thinking he was hearing things.

_That was too close. _Max thought.

…

Jackson was hard at work. Repairing Jenny wasn't going to be easy, epically with him having over 99 problems on his mind. He had several damaged tools he had to replace, and serval scrapped designs, but he kept moving on.

"Well, this would do" Jackson said, and he finished rebuttembling jenny's arm and her leg. "Now for some upgrades. Oh, and you're going to need clothing" Jackson said as he started working on what looked like some sort of item that'll grant flight. He also was busy making an outfit for her, one that kind looked a bit like Cinder's spy outfit from RWBY (you know, from the same episode where Jaune wore a dress. That episode was both hilarious and awesome) he made the repulsion blasts in her hands in her hands even more powerful, after seeing a clip from N-Tek where she shot Ferris with one by accident. And then on purpose. I don't remember, betrayal sucked.

"Kinda funny how naught wants me to revive you, but doesn't want to unleash that super solider, isn't it?" Jackson said as he was putting some "skin" over her face.

"Just one more finishing touch-" Jackson said as he painted her eye blue. "There. Now how did Jason power this thing?" Jackson asked as he went on the computer. He looked over the power source section, and realized he had a small problem.

"Aw crap" Jackson said.

**Okay, this chapter basically was filler, but it does set up the next ark! If you leave a review, I'll be happy! This is ninjanicktf signing out, and as Stan lee says, excelsior!**


	12. Revival! XJ9 Lives Again!

"Naught!" Jackson shouted from the other room as Jason was watching sailor moon cyrista-I mean South Park. Jason paused it and quickly changed to tab to CNN and turned around to Jackson's direction.

"What is it Jackson?"

"You might want to come down here!" Jackson shouted. Jason got up from his chair and walked down to the room where Jackson was working on Xj9. He looked over at her body, which was still lying motionless on the table in the medial bay.

"I love the improvements" Jason said. Jason then noticed she still wasn't wearing anything. Jackson hadn't tried to put on her outfit yet, but he had a good reason. "Now what did you want?"

"Okay, the only reason I didn't know what XJ9 was is because I didn't look into those files, because I was more interested in the dragon flame"

"How is that going by the way?"

"Oh, it's going fine. Within a few moments I should have some crystalized-THAT'S NOT THE POINT!" Jackson shouted at naught. "So I did some peeking around in the files and found out something bad"

"So what if she might think we kidnapped her?" Jason said. "It's not like she can call to N-Tek for help"

"Will you shut up for once?!" Jackson shouted at Jason. "Listen, the point is while I can rebuild her, I can't power her up!"

"What do you mean?" Jackson asked.

"This robot ran on turbo energy. The only person here with turbo energy was miles dread, who you told me died in your arms!"

"Oh, that is a problem"

"So how are we supposed to power this thing?!"Jackson asked. Jason hadn't thought about that, but there was no way that he was going to tell Jackson that. He didn't want any underling of his o think that he was a wimp, or that he doesn't think anything through. He was thinking for a bit, making Jackson looked at him with a strange face.

"You don't have a clue, do you?"

"No, I do" Jason said. He looked over to the side and noticed the crystalized dragon flame over to the side, and he soon got an idea.

"THE DRAGON FLAME!" Jason shouted as he ran over to the specimen of dragon flame nearby. "We can use this to power up XJ9!"

"Are you sure about that?" Jackson asked. "That dragon flame sample is unstable. I still haven't tested it yet"

"I don't care" Jason said as he broke off one of the spikes from the dragon flame crystal. "If we have any chance of powering up this broken body, we're going to have to go to the extremes" He walked over to XJ9, and was already to begin on reviving his minion. He raised the crystal high in the air, and he then stuck his dragon flame crystal into Jenny's body, which does something interesting. She looks as if she opens her eyes, and she opened her mouth, as if she was screaming. He eyes looked as if they were completely orange, and looked if something was glowing in her mouth. Jackson brought up something he had been working on in order to make sure he doesn't get killed if jenny blows up, and Jason is hiding behind Jackson.

It stopped almost as quickly as it started. She soon stopped glowing, landed back on the table, and closed her eyes again.

"May I be the first to say" Jackson said as he put the shield down. "What-the heck?"

"Looks like she had a reaction to the dragon flame energy" Jason said. "Honestly it could happen to anything. I mean for example-" Jason started rambling on about something when Jackson noticed Jason's phone had been fried by the energy realized after what just happened. He quickly looked inside of the drawer from last chapter to make sure the tech he was working on wasn't damaged. Luckily, it wasn't.

"So that is why I would never use a rubber ducky again" Jason said. "Did you get that?"

"Every word" Jackson said. "Looks like that was a failure"

"I know. Now how am I supposed to destroy N-Tek?"

"You have the schematics for the base, don't you?" Jackson said. "Just use that super soldier, and destroy every-"

"What are you two talking about?" Someone asked. Jackson and Jason looked up in shock, wondering where the heck that came from. Remember the scene in UP when Doug speaks for the first time? That is what it was like here.

Both of the men turned round and saw XJ9, who instead of laying motion less on the table, was now sitting upright, staring at them. They stared back, not because she was nude, because they were shocked by what they were looking at. She looked as if she was fully alive, and the only difference was that she had orange eyes now instead of blue.

"Where am I? She asked as she looked down. "And what happened to my clothes?"

"Why is she acting like that?" Jackson asked naught.

"Only one way to know" Jason said. "Excuse me Jenny, but is everything alright?"

"First of all, no, I don't think so. Second of all: who's Jenny?" she said as she stood up.

"Just as I thought" naught said. "She has amnesia"

"You mean she can't remember a thing?" Jackson asked.

"Exactly" Jason said. "Listen Jenny, let me tell you what happened. You see, your name is Jenny Veronica dread. Your father is the famous miles dread. I am his assistant, and you've always thought of me as an uncle. This guy here is a new recruit"

"Wait, if he's not my father, than where is he?" Jenny asked.

"Well,-how long ago did I hire you?" Jason whispered to Jackson.

"About a week ago" Jackson said.

"About a week ago your father, your…brother, dread and I had this gigantic plan to destroy this evil origination known as N-Tek"

"Wait, evil?"

"Yes. N-Tek is like Lex Luther in a way. They try to make it look as if they want to help the world, but instead they just want to watch it burn"

"So what happened?"

"Your father had it all planned out. We were going to destroy N-Tek together, and make the world a better place. However, something went wrong during our attack. Something everyone calls "Max steel"

"Who's 'Max Steel'?" Jenny asked.

"Oh, he's a horrible menace, but like the rest of N-Tek, he ties to look like the hero. We had a hard struggle trying to take him down, and dread told us all to flee so that he could fight max steel himself. I left because I knew there was something I found valuable in the next room, but you two wanted to stay and protect dread. This attempt was fruitless, as max steel knocked you unconscious, and did some…critical damage to your brother."

"Then what happened to him?"

"Dread put up a pretty good fight, but, never less, Max Steel ended up taking his life. I ran into the room as he laid there dying, and his dying wish was for me to take over his base of command right before he died in my arms. I hired Jackson to help with you and your brother"

"That doesn't explain what happened to my clothes"

"You see, you have great power inside of you. N-Tek knew this, and those greedy Jerks wanted it all for themselves. Since you had a tracking device on your clothing, they stripped you and then destroyed your clothing, hoping that we would never be able to find you. This failed however, as Jackson did some hacking and saved you from their clutches, and nursed you back to health."

"That's not what you told me" Jackson whispered in is ear. Jason just elbowed him in the gut.

"Anyway, if Max Steel isn't stopped, then there's no telling what could happen" Jason said.

"Wow, this max steel sounds like a horrible person"

"He's worse than Darth Vader" Jackson said as he tossed jenny's outfit to her. She started putting it on as Jason went to the computer in order to continue on the dragon flame.

"So what is this "Great Power" inside of me?" Jenny asked.

"It's something called dragon flame. A very powerful energy source that can be dangerous if not handled properly. Some idiots can't seem to get grip of that, so they try to replicate it"

"And it looks like there was a recent attempt" Jackson said as he brought up a new article about what happened two chapters ago.

"WHAT?!" Jason said as he read the article. "That moron David is trying to replicate the dragon flame and he made a dragon?! Well Jenny, looks like your going on your first mission"

…

Somewhere in queens, New York, a girl is in the middle of taking a shower. She had recently had to fight something more disgusting than the garbage man from the '03 ninja turtles cartoon. After that she felt as if she needed to take a nice long shower. She had been in there for two hours, singing the entirety of "Hybrid theory" and "Meteora" by linkin park.

Anyway, as soon as she finished "Numb" off of metroea (the last song on that CD) she turned off the water, and she-oh, how stupid of me! I forgot to introduce this awesome character. This here is my friend's awesome OC Keeah McGrath. I've mentioned her several times before, and here she makes a full appearance! Odd, I think I've done that introduction somewhere else before. Can't remember where though…

Anyway, she wrapped herself in a towel, and she went into her room to change.

On the couch is her friend sliver. Oh, she's an ultra-link, not a time traveling hedgehog. Only Sonic fans are going to get that joke. Anyway, she met keeah when she tried to take over Keeah's body, seeing how powerful she was, but Keeah's dragon flame shorted out he ultralink. After while the ultralink got up and running again, just not evil. In fact, she now has a personality similar to keeah's.

Back to the story, she was in the middle of flipping through all of the channels, trying to find out what was on, since the flash didn't appear be on at the time.

"My goodness, why is there so much garbage on TV nowadays?" she said as she flipped through the channels. Some of the thing she passed was the video for headlights, toy story, the fresh price of bell air, and many others. She stopped when she came to a news thing with the words "Dragon Flame" on the bottom.

"Keeah" Silver said. "You might want to see this"

"I'm still a bit busy" Keeah said as she looked through the drawer, looking for a shirt.

"It's about the dragon flame" Silver said. Keeah soon became really concerned, and quickly threw on a shirt she found lying around. She saw there was a ketchup satin on it but she didn't care. She ran into the room, and sat down to watch this news cast.

"Mr. Shane, Mayor Jones wants to know if you're trying to love the problem with the dragon flame being stolen"

"Of course. We're going to get tighter security, so that something like this never happens again"

"You know, I wonder why they even bother trying to recreate the dragon flame" Keeah said she got up.

"The government thinks they can use it to their advantage" Silver said.

"I know that Sil, but shouldn't what my mom did tell them that some things aren't meant to be tampered with?"

"These guys are humans" Sliver said. "They don't care if it could kill everyone in the entire human race, all they care about is making money"

"True" Keeah said.

"What about that dragon that attacked the city, was that the dragon flame's doing?"

""That is very unlikely" Mr. Shane said. "That seems to be a very popular product. So popular in fact that everyone is trying to get it before it comes out. I have no idea what would cause it to make a dragon like that, even if the two thieves were being careless with the stuff"

"He's lying" Keeah said.

"what?" Silver asked.

"That was the exact reason Exstroyer turned into a dragon and he knows it" Keeah said. "He just doesn't want anyone to think he was involved"

"Listen, as we speak, we are still trying to continue on the dragon flame" Mr. Shane said as he made what looked to keeah a fake smile. "Something like this won't happen again"

"Come on sil" keeah said as she walked towards the window.

"Wait, what?"

"Those idiots are going to kill themselves and everyone around them if they continue working on the dragon flame. We have to shut this down"

"I appreciate your concern, but what about this place? It's still crawling with goons!"

"Frost can take care of it until I come back" Keeah said. Frost is one of Keeah's friends who has the powers to create ice at will. It was very useful when this guy that was made out of water was going to flood the city and Keeah couldn't hurt him.

"GO DRACO! SKY!" Keeah shouted as she liked up switch sliver to form her flight mode, she flew right the window, which smashed all of the glass on the window frame.

"Thank god Mr. Mike wasn't around to see that" Keeah said as they flew to copper canyon.

…

Inside of N-Tek's base, Max was training by himself while listening to his IPod. He set it to shuffle, and the song currently plying was "Sunglasses at night" by Corey Hart. He was trying to test his strength, because he feels he has to get stronger if he wants to beat someone stronger than exstroyer. I mean, come on, he was almost killed.

What he was doing was he was fighting a simulation of Ultimate elementor. This is one of his strongest enemies, and if max thinks if he could take him down, then he could become even stronger than he is now. He was alone.

Elementor raised his claw and tried to do a hulk move on max, who imminently got out of the way, which seemed to have an upper hand. This didn't last, as Elementor grabbed max and smashed him into the side of a building. Max jumped out, hoping that maybe he could hit exstroyer right on his weak spot. This however came to no avail, as Elementor just used some sort of air bending techiquine in order to push away max steel from his dome.

Max tried to make his body move toward elementor but this didn't turn out well, as elementor threw a rock at max's managed to impact, shooting max back a little while. This when Kat walked in and shut off the training program.

"Darn…" Max said as he held his head. "Even though that rock was fake, it sure felt real"

"Why are you training alone like this?" Kat asked as she helped him up.

"I want to get stronger" Max said as he dusted himself off. "If I have to someday fight makino without steel I want to be ready"

"Max, I don't think that's a very good idea" Kat said.

"What do you know?" Max said. "You're not berto-wait a minute, I thought berto was the one who controls this thing"

"He's trying to rewrite the dragon flame formula from memory" Kat said. "And he's rally cussing up a storm in there. Or at least I think he is. I don't really speak Spanish"

"Why does everyone care so much about this dragon flame?"

"You saw what happened to exstroyer when he got a hold of the dragon flame" Kat said. "Where is steel, anyway?"

"He's with that crazy woman randessa. I think she's interrogating him on every little detail he knows about me"

"From what I heard she has a bizarre crush on you" Kat said.

_Well, that's a first. _Dread thought. _No girl's ever had a crush on me._ "What makes you think that?"

"Well, She writes on about how much she likes Max McGrath, and how-" max stopped listening to Kat by this point, while his eyes widened. He realized something that upset him greatly.

_DANG IT! _Dread thought. _Why didn't I see this sooner?! Nothing I do will be credited in my name! Everything I do from now on will be under Max McGrath's name! It wasn't miles dread who took down exstroyer, it was Max McGrath! It's not Miles Dread that Randessa has a crush on, it's max McGrath! Nothing can go right for me in body it seems._

"Hey Kat, have you seen Ferris around?" Ann asked as she walked in the room.

_But there is one thing. _Dread thought. "Hey Ann, you're looking extra pretty today"

"Thanks, but I don't see how I look different than how I uaslly look" Ann said.

"Oh really?" Max asked. "I didn't notice"

"Are you flirting with me?"

"Uh, no…hey, are you doing anything later?" max asked. Ann looked at him with a look that said "What?'

"Are you asking me out?" Ann asked

"Yes" max said. "So what do you say?" Ann was about to respond when Ferris ran into the room, with a look of worry on his face.

"Is something wrong?" Max asked.

"You guys have to see this" Ferris said as he ran back to the main computer. Max and Kat went into the office where the main computer is. Max looked to the right and saw berto with a "No way on earth this is possible" look on his face, and to his left he saw a door open, with steel and randessa walking in.

"For the last time, I don't know what his shoe size is!" Steel shouted as he entered the room.

"Okay, than what was his favorite cartoon as a child?" Randessa asked.

"Will you can it?" max asked.

"Anything for you"

_What's creepy about that is she looks two years older than me._ Dread thought. "So what's the problem?"

"I think berto should explain" Ferris said.

"Well, as I was trying to remember the part of the dragon flame I had written on the computer I got some disturbing readings on the energy chart"

"Like what?" Max asked.

"First one was a huge dragon flame surge. I couldn't pin point the location, mainly because it quickly vanished as it appeared. The second strange thing is that Jenny's signal came back online"

"How is that possible?" Steel asked. "Last time I checked after she was deactivated she was dumped in the Pacific Ocean!"

"And then somewhere in New York another dragon flame energy score was located!" Berto said.

"Okay, that last one is Keeah, no doubt" Steel said. Everyone looked at him, wondering how he managed to figure that out. Dread could just go back in max's memories to find out how steel knows that, but he didn't care. If whatever it was carried dragon flame, than it must be a threat.

"So where exactly is Jenny's "Signal?" Ann asked.

"The location is a bit scrambled, put it appears to be moving"

"Where is it going?" Max asked.

"Startech industries, believe it or not" Berto said.

"Well what are we waiting for?" max asked. "GO TURBO! SPEED!"

…

Keeah has flown halfway across the country, with stopping at some places for rest, and some place to eat. Sil mentioned an hour along the trip that it was kinda getting boring so Keeah just started playing her IPod playlist, starting with "Come out and play" By the offspring. I hope that jackiewinters is okay with that, with Keeah being her OC and all. Man, I really hope I don't piss anyone who gave me permission to use their OCs.

During the middle of "Gone away" by the offspring keeah noticed a huge dragon flame energy spike on her power level reader.

"Sil, did you see that?" she asked.

"Yes. This is a really heart breaking song"

"Not that, that dragon flame surge!" Keeah said.

"Oh. Yeah that's pretty strange"

"I hope it's not something horrible, like a monster of some sort" Silver said.

"Trust me, I'm sure whatever it is is far worse" Keeah said. the song soon changed to "waiting for the end" by linkin park, as they stopped in a town in Ohio.

**Okay, this chapter also is filler. but this is like that episode of one piece with Laboon. you know, the one that introduced Vivi, who became important later on. and the one that set up brook joining the crew (even if that happened over three hungered episodes later).so next chapter is going to start what probably isn't going to be the water seven of this story (What is ironic is that I've only started watching water seven as I type this) but it might still be cool! so this is ninjanicktf signing out, and as Stan lee says: Excelsior!**


	13. DUEL! XJ9 Vs Keeah Silver!

**So here we are, the end of the filler chapters! so now we are gonna get to the good stuff! in celebration of that fact, I gave my fanfic a new cover image! so let's go!**

Jenny was chorus s to everything that was happening. She didn't really have a clue on what they were doing, or on what their goal was. She saw Jason grab some state of the art weaponry that undoubtedly was built with the stolen N-Tek plans, Jackson strap on some new tech that he made himself, and they gave jenny twin daggers, which she had no idea what to do with.

"I'm confused" She said to Jason. "What exactly are we doing?"

"We're going to Startech industries in order to shut down their dragon flame project. It won't be an easy task, but-"

"Wait, why is it so wrong that he wants to recreate the dragon flame?"

"Listen, this is a very evil man. I bet you that if he succeeds in completing the dragon flame he'll use it as a weapon of mass destruction. Therefore, he has to be shut down"

"Understood, I think" Jenny said.

"Good" Jason said as he handed Jackson what looked like two lightsabers. Jenny grabbed a hand blaster and put t in a holster on her hip, and she noticed Jackson grabbing a strange looking device. It was some sort of werid blaster thing. Jenny thought it looked cool, and wanted to find out more about it.

"What's that?" jenny asked.

"You'll see" Jackson said as he put the weapon in his holster. Jason walked in wearing some sort of tech soon his body, which most likely was going to shield him from any attacks.

"Okay, I'm sure we're ready. Let's take startech by force!" Jason shouted.

…

Our next destination is a N-Tek copter where the events of last chapter were being discussed. Everyone was discussing battle strategies, attack wepons, and-basically, whatever people talking about a fight would want to talk about.

"Okay, so say Jenny's back" Jefferson said. "If that's true, than what would our strategy be?"

"My guess is that she might try to use those iron-manish blasts to take down our guards" Ferris said. "We need to have a backup if she does that"

"What if we staged a sneak attack?" Kat said. "Maybe have Franny and the others-"

"I'm not sure that's a good idea" Ferris said. "If Jenny spots them she can just shoot once and take out the entire fleet!"

"True" Ferris said. "Any other ideas?"

"Maybe if we place randessa, terra and Anna in the battle felid they can fight off Jason, and Max and the others can fight off XJ9"

"Are you sure?" Jefferson asked. "That sounds like your sending them on a scuiside mission"

"To me it doesn't matter" Ferris said. "If we can take this menace out, I'll be grateful"

Over on max's side was berto, randessa, and Ann. Randessa was trying to tell Max something but he was ignoring her because he was too busy looking Ann, who was trying to help berto find ways to take down Jenny.

_So I may not have the power or the army I used to have. _Dread thought. _But becoming max steel has it advantages. Now I can erase my past, and try and become something more. And maybe I could try and hit it off with Ann._

"So Ann, about what I asked you earlier-"

"Umm, I know you want a response, but at the moment I'm trying to talk to berto" Ann said. "It's going to have to wait. So how did you destroy Jenny before?"

"Well, last time we tried injecting her with a virus. It worked, but somehow her signal got back online. Maybe it didn't work.

"No, I'm pretty sure that worked. Remember, there was a huge surge of dragon flame before her signal went up. It must be Jason's doing.

"Yeah, when he stole the files he must have figured out where jenny's body was" Berto said. Somehow Ann's words brought some clarity to him.

"Then he fished it up and attempted to revive her" Ann said. Max was surprised by the fact that she figured this out all on her own. But then he remembered he didn't really remember who Jenny was, and this was too important of a mission to go back through his memories.

"So I forgot" Max said, making Ann wonder what she was going to say next. "How tough is jenny?"

"Well, I don't know how you could have forgotten that she was one of the most powerful beings we faced" Berto said "I mean dread created her to-"

"Wait, dread?" Max asked. "Was the name he gave her XJ9?"

"Yes, but I don't see how you could have forgotten her, considering the two of you kissed" Ann said.

"WHAT?!" Randessa said in shock. She jumped up as she said this, which scared max a bit. "My max-kun kissed a girl that wasn't me?!"

"You know, you scare me woman" max said. "Regardless, I don't care if I had any past with her! I know XJ9's power. She has to be stopped!"

"I know that, but the problem is that I don't know how we are going to be able to stop her!" berto said. "Dragon flame is much harder to control than turbo energy-"

"I don't care if she has the power of a god!" Max shouted as he stood up. "If that idiot Jason manages to get her to become his own evil little weapon, then all heck will break loose! We have to find a way to shut her down, and we have to shut her down fast!" Everyone was looking at Max in shock by what he just said, and started clapping. Dread was a bit confused by this, mainly right when Max said this, everyone seemed to think it was cool, and they looked if they were cheering him on. No one had ever cheered him on before. Ann got up and she was about to say something when the entire ship started rocking. Everyone stumbled and fell over, and Ann landed right on top of max.

"What was that?!" Ann asked as she got up. Max got up and tried not to think about what just happened. This is when Kat entered the room, with a look of worry on her face.

"Guys, there's been an explosion nearby!" she said as she opened a cyber-map.

"That's Startech industries!" max said.

"Then it looks like Naught beat us there!" Ann said as she pointed to the map.

"He's gonna be sorry" Max said as he walked into another room.

…

"Hey keeah?" Silver said. She had something on her mind after hearing about the dragon flame turning exstroyer into a dragon. "Is it possible David Shane knows something about the dragon flame we don't?"

"Huh?" Keeah asked.

"I mean, how on Earth could the dragon flame caused Exstroyer to turn into a dragon?" Silver asked. "I wonder if there's something that we don't know about the dragon flame. It you think it's possible?"

"To be honest, I don't know" Keeah said. "The only person who knew a lot about it was my mom"

"Yeah, and we can't ask her, can we?" Sliver said. "Hey, maybe N-Tek knows something about it!"

"You're right! I gave them a blood sample and their studying it as we speak! Surely they found out something!" Keeah said.

"Yeah!" Sliver said. "But what about that-" Sliver's words were interrupted by what sounded like an explosion coming form a building in the distance. Keeah turned around and saw what building it was coming from, and she had no doubt it was coming from startech industries.

"Okay, we need to get there. NOW!" Keeah said as she turned back into base mode.

She let herself free fall for a little bit, letting herself feel the wind flow past her face as she plummeted towards the ground below. As she opened her eyes she leaned herself towards the building right before shouting-

"GO DRACO! SPEED!" she shouted. Sil linked up in her chest and she turned into her speed mode and ran across the side of the building, leaving behind an orange streak here she rushed by. She kept leaping from building to building until she saw startech industries wasn't too far away. She also noticed that the area where she was running on didn't have another building to jump on, so she just ran off the building. She did a flip, landed on her feet, and she started running again.

…

Mr. Shane went out of his office for a few minutes, mainly because he had one-hundred-and-one things on his mind. He knew his secret boss was going to call him, he knew that bad things were going to happen if he didn't complete the dragon flame in time, he knew he had to check in on her daughter, and so on and so forth. He just wanted to get away from it all.

So he decided to quickly go to cook out before he had to talk to his boss again and have to report his _slow _progress. Anyway, he was going to call his daughter while he was there and then come back to work and see his progress. He got in his Bugatti, and was about to drive off when ben walked up to him, worried as Heck.

"Okay, what is it now, Tennyson?" Mr. Shane asked.

"not much, just-you're leaving again?" He asked.

"Yes, why?"

"Last time you left the building a giant dragon somehow busted out of the-"

"I know" he said. "Listen, I placed Britney in charge, and knowing her everything will be okay. She's a responsible person, and i know I can trust her to do the right thing if something goes wrong. And if she ends up getting busy when a disaster strikes, just call me, okay?"

"Okay sir" Ben said. "Oh wait, sir, there's something else you should know about the-" Mr. Shane rolled up the window and drove away, much to Bne dismay. Mainly because that's the third time this week he's done that. This made Ben start to think that Mr. Shane didn't care about his project.

"Great" Ben said. "That jerk doesn't care about any of my formula, he never listens to what I say, the only reason he keeps me around is because I make a mean cup of coffee. That's it, as soon as he gets back I'm quitting!" He lit another cigarette and was going to walk back inside and get his stuff when he noticed what three people walking to the building in a window reflection. One was wearing a lot of armor, one was wearing a blue suit, and one was wearing a black suit. He turned around and saw those three people, and took the cigarette out of his mouth.

"Listen, If you're looking for Mr. D-bag he's not here" Ben said right before he blew out some smoke.

"Oh, we're not here for him, we're here for the dragon flame" the man on the aromor said.

"Are you with that purple dragon guy?" ben asked.

"No, we are more here because-"

"Oh hey, I know who you are. You're that loser Jason naught who always run home crying to mommy when he sees someone bigger than him enter the fight"

"Meanie!" Jason shouted.

"What is this conversation?" Jackson asked.

"Anyway, we've come to shut down your dragon flame project!" Jenny said.

"You think I'm scared of loser boy, smoker and a teenage girl?" Ben said as he laughed. Jackson took his cigarette out of his mouth and he blew out some smoke.

"Don't underestimate me and jenny here" Jackson said. "We're a bigger threat than you can imangie"

"HEY!" Jason shouted. He didn't like the fact Jackson left him out.

"Hey Jackson, can I stop this menace?" Jenny said. "I just want to try out this stuff you gave me"

"Just blow up that limo, it'll gave them an idea of how scared to be" Jenny grabbed something off her hip and pointed it at the limo, and took a shot. Out came a missile traveling at forty miles per hour, causing Ben to duck. The missile soon came in contact with the limo, and BOOM! It destroyed both the limo and the next three blocks behind it.

"Holy crap" Ben said as he got up from ducking.

"There's plenty more where that came from" Jackson said.

"Don't forget why we came here in the first place" Jason said. "Now we need to go inside in order to destroy the dragon-"

"NO!" Ben shouted.

"What?"

"The dragon flame is far too dangerous for you to handle, Naught! You've seen it in action, you must know what I'm talking about!"

"Two words, jenny. Beat. Him. Up"

"That's tree words, Jason" Jackson said.

"SHUT UP!" Jason said.

"Sure thing" Jenny said as she ran towards Ben. She didn't notice that he was reaching for something in his back pocket, most likely a weapon of some sort. Jenny grabbed a small blade from her hip and was going to hit Ben in the face, and it seemed pointless for this unimportant character. But something interfered. One moment jenny was running towards ben, ready to beat him up, the next she was flying back as if someone hit her. She ended up flying into the car behind her, which made Jason pee his pants a little.

"Oh my god, are you all right?!" Jason asked. "Who's responsible for this?!" Next there was a burst of orange light, which almost blinded all three of them. It was gone as soon as it came, and it revealed who was Jenny's attacker.

It was Keeah. Oh Heck yes!

Jenny looked up and felt her chin, wondering why she wasn't bleeding. She looked back at Jason, who was screaming and hiding behind Jackson.

"How did you find us?!" Jason said in fear.

"Here's a tip: If you don't want me to find you, then don't make a huge explosion that any idiot can see" Keeah said.

"Dang it" Jason said. "Jackson, do something!"

"You go running to mommy while I save your sorry butt" Jackson said as he shoved Jason aside.

"So, where's dread" Keeah said. "Did he not want to be involved? Or did you think that you could do this by yourself?"

"Yeah, that confused me too" Silver said.

"For your information, dread is no longer with us" Jackson said. "Jason's in charge of THI now, and-well-he sucks at it"

"Your words hurt me" Jason said.

"Wait, dread died?" Keeah asked.

"What happened?" silver said as she detached from Keeah's suit.

"He was killed by max steel" Jason said, now hiding behind a car.

"Wait, what?" Keeah said. "Max killed somebody?"

"I'm sure he didn't" Silver said. "You how Jason is. He's like starscream"

"Good point" Keeah said. "You can't believe a word that comes out of his mouth"

"Enough talk" Jackson said as he pulled out what looked like a lightsaber handle. He pulled out a second one in his other hand. "I've heard your pretty tough, but I'm sure you can't handle these"

"What, are you asajj ventriss?" keeah said. "I know that you don't have two light sabers in your hands"

"You're correct. These aren't lightsabers" Jackson said as he pushed the button. Keeah looked in amazement as two whips that looked as if they were made of electricity came out of the tips. Just to show off, he waved them around the area next to him, slicing a mailbox and a parking meter in half.

"Okay, wasn't expecting that" Keeah said as she noticed Jackson walking towards her. Jackson tried to whip her with one of the electricity whips, but she just jumped out of the way, rolling behind a car. He tried slicing the car in half but didn't see her or sliver nearby, making him think that when they saw how tough he was, they just took tail and ran.

"You know Jason, you made it sound like Keeah silver was a force to be reckoned with. But here she's just a coward"

"She seed braver when I fought her" Jason said. Nearby a building, keeah and Sliver were trying to figure out how to stop Jason from getting te dragon flame and that guy with the whips.

"Well, that wasn't expected" Keeah said to silver.

"What do we do, wait for N-Tek?" Sil asked.

"No, who knows when they're going to get here"

"They probably noticed the explosion, so I'm sure they're coming" silver said. "Wait, why are we just sitting back here?"

"We need a plan. Have any ideas"

"Haven't you seen iron man 2?" silver asked.

"Oh yeah" keeah said. "If it works for him, then it must work for us! GO DRACO, SPEED!"

Keeah rushed back at Jackson and she stopped in front of Jackson while taking off a tiny part of her helmet. Mainly just her mouth.

"Hey whip boy!" keeah shouted at Jackson. "Maybe I'll let you try and get me!" She said this as she stuck out her tongue. Yep, as soon as she did this she closed it all the way back up. That was the only reason she opened it in the first place. Becuase I wanted her to taunt Jackson. I know, LAME!

"Oh, this is going to be fun!" Jackson said as he tried to whip keeah again. He missed again, and she made battle ready stance, and said "Wow, you aim like a little girl!" To get that taunt from a girl must be really mean.

"Keeah, I don't mean to be a burden on the situation, but I think the guy you want to talk to is making a run for it!" Silver shouted. Keeah turned around and saw what silver was talking about. Ben was trying to make a run for it! Keeah knew if she was going to shut down the dragon flame she was going to need to stop him first.

"Oh no you don't!" keeah shouted she jumped in front of him. He tried to run in a different direction but keeah jumped in his way once more. "You're not going anywhere!"

"What do you want with me?" he asked.

"I want to know if you know something about the dragon flame I don't" Keeah said.

"What?"

"My mom was the only one who had pure dragon flame in her body and she died while giving birth to me. If you've done a 'good' job on reworking the dragon flame formula, than surely you found out some-AGGGHHH!" keeah couldn't finish because she left a small amount of electricity enter her body from her wrist. She turned around and saw Jackson holding the electric whip hat was on keeah's wrists.

"In all of the fights you've been in, I'd think you'd know that you should never turn your back to an enemy" Jackson said as he made some more jolts of electricity enter her body. She felt the pain but the only reason she was dying was because her dragon flame was burning away some the electricity. However, she knew that her dragon flame would only burn some much of it away.

"You know, this is a lot of electricity to absorb without consequences" Silver said.

"I know" Keeah said as she looked over at Jackson. Jackson threw his whip at keeah again, hoping that this would be enough to kill her. But being the badbutt she is, keeah grabbed onto the whip, and tugged it towards herself with lots of strength. This broke the second whip, and then she tugged at her wrist, making Jackson fly towards her. She then turned around and punched him in the gut, making him fly back into the wall behind him. She then grabbed the first whip and pulled so hard it snapped in half, and she threw the pieces on the ground and stepped on them as she walked forward.

"You know Jason, it honestly doesn't surprise me that you would rather hide to save your own rear than fight someone stronger than you"

"Please, we don't wish to harm you, we just want to get the dragon flame to destroy it, like you do" jenny said as she walked forward.

"What?" Keeah asked.

"I'm sure that you don't mean to hurt anyone, as you were not the first the one to strike. I'm sure your propose here is similar to-"

"Don't befriend her, Jenny! She's the enemy!" Jason shouted

"Did she have something to do with N-Tek?" Jenny asked, now confused.

"Yes, and-uh-she's max steel's girlfriend!" Jason shouted, saying the first lie that came to mind.

"Oh my god, I thought I told everyone that that was just a stupid rumor!" Keeah said. "Besides, Max told me his girlfriend was a nice girl named Jenny!" Keeah stopped as she said this, because she remembered what Jason said to his underling.

"What do you mean?" Jenny asked.

"She wants to capture the dragon flame in order to use it to blow up this planet!" Jason said.

"No, I want to capture it because it's far too dangerous for anyone to handle. I should know, the stuff is in my blood!"

"I thought I was the only one with dragon flame" Jenny said.

"Uh-she's a traitor! She and that drone used to work with us and then she betrayed us!"

"Okay, now you're just making stuff up!" Keeah shouted. Jenny faced Keeah and tried to think on how to take on her enemy. She tried grabbing her blade and stabbing keeah with it, but keeah jumped out of the way right before Jenny could pierce her. Keeah flew back and landed on the fire hydrant nearby in a spider-man-like pose.

"Okay, I can see after what Naught told you why you would want to kill me, but trust me, I have nothing to do with dread's death!" keeah said. Jenny grabbed that weapon from her hip and shot it at keeah, making her jump away from the fire hydrant. The missile impacted the fire hydrant and caused a huge amount of water to be shot up, which soaked Keeah. She jumped down, and made a boxing stance, waiting for jenny to strike back.

"Like I said, I had nothing to do with your father's death! I was in New York, most likely fighting darkia at the time!"

"Uh keeah, I'm sure she not going to get that" Sliver said as keeah jumped out of the way of another missile. Keeah was starting to get annoyed as she heard a car blow up behind her, so she made a dagger and threw it into the weapon, which caused the weapon itself to blow up. Luckly Jenny dropped it before she could blow up with it, and she looked over at keeah.

Jenny reizled by this point that she was screwed. He tried to think of what to do next, when she came up with something. She tried throwing a dagger on her hip at keeah, and said dagger had a bomb on it, and when it stabbed keeah-KABOOM. She thought this pan was fool proof, she she threw the bombed dagger.

But it didn't work. keeah did that awesome matrix move (You know, when she bends her entire body at the knees. Basically it's everything above her knees is lying close to the ground, and everything blow her knees are standing firm) and dodged the weapon. She stood up right and saw jenny panicking, not really knowing what to do next.

"Here!" Jason shouted as he tossed jenny a weapon. She tried to find out what it was supposed to do with keeah standing there, waiting for Jenny to make a move. She pointed the weapon and shoot what looked like a laser at her, and keeah just dodged.

Keeah noticed a manhole nearby, and she got an idea. Remember that cool move I made Ann mention in that OC Q and A? Well here it is. Keeah kicked her foot into the manhole and the lid went flying into the air. And as it started spiraling down keeah jumped up and turned around, and roundhouse kicked the sewer lid, making it fly towards Jenny. Jenny panicked and put her hands in front of her face, waiting for her end. Instead of hearing the sound of the sewer lid hitting her body, she heard a strange noise and what sounded like an explosion. She opened her eyes and saw what looked like the pieces of a sewer lid fall to the ground next to her. She saw keeah, but because she couldn't see her face, she couldn't tell that keeah was looking in shock.

"What happened-" She than looked at her hands and noticed they looked transformed, with huge amounts of circuitry and two circles in the center. She looked in shock, wondering what was happening to her. Incase if you were wondering, yes, I had Sari Sumdac from Transformers animated in mind when I typed this.

"Holy crap!" Jason said in fear.

"Wait, you went through all of the trouble of trying to resurrect her and yet you didn't know she had repulsion blasts?!" Jackson asked in anger as he sat down next to Jason. He looked like he was still recovering from hat hit Keeah gave him. He was trying to smoke a cigarette when he noticed something in the sky close by. He looked closer in an attempt to identify what it was, and he figured out that it was strange looking ship flying towards the scene. Then he realized what it was.

"Oh crap" Jackson said. This made Jason worried.

"What's wrong?" Jason asked.

"N-tek. They must have seen Jenny's explosion as well!" Jackson said.

"You're kidding, right?" Jason asked.

"NO, I'm not" Jackson said as he pointed at the sky. Jason looked up and saw the hard truth that Jackson wasn't joking.

"Oh great, now what?!" Jason shouted.

"You tell me!" Jackson shouted back.

Back at the fight, Keeah was standing shocked by what she had just seen. She couldn't believe what just happened, and she didn't know what do to now.

"How-how the heck did she blow up the sewer lid?!" Keeah asked.

"What-what happened to my hands?" Jenny asked. She than thought-if her hands blew up a sewer lid, then maybe they'll be enough to kill Keeah! So she pointed her hands at keeah and tried to shoot another blast at the latter. Keeah stood there, ready to take on the blast.

"Fire!" she shouted. She looked in disbelief when nothing really happened. "Shoot! Blast! Yip Yip! Go Go Megaforce!"

"What?" keeah asked. Jenny tried not to look like she had no clue on what she was doing, even though she didn't. She kept trying to shoot keeah to no avail. Keeah got so bored by this she pulled out her phone and started looking on Facebook, laughing at something funny her friend Elina posted. Jenny staried at her hands, thinking that tryin to shoot those blasts again were unless, and was about to give up right before she finally shot agian, which surprised keeah. She looked and tried to think of what do to do when the blast impacted her, causing a huge explosion.

"Way to go!" Jason shouted. "You just killed Keeah silver!"

"Wait-KILLED?!" Jenny shouted. "I didn't want to kill anyone!"

"That's a shame. Sometimes we make istakes that that. We're humans, it's natural. But now that she's out of the way, the Pont is coming so we need to continue the task at hand!"

"You know, I'm curious" a feminine voice said. "What is a Pont?"

"It's an acronym. It stands for Pissed Off N-Tek-wait, no!" Jason said. As the smoke cleared Keeah came visible in sight again, this time holding up an orange shield. It was very cool looking, and it was transparent. Oh come on, if you've seen enough anime you know that wasn't going to work. Also I love keeah, and I know jackiwinters would kill me if I killed her off.

Regardless, she put down the arm that the shield was on said shield dissolved . Now Jason really needed to change his pants.

"You know, max told me all about you, Jenny" keeah said as she jumped down. "He told me you were funny, cute, and nice. I'm not seeing any of it"

"What?" Jenny asked. "Why would someone who killed my father think I'm cute?"

"SHE'S LYING!" Jason shouted. "SHE IS TOTALLY %100 LY-"

"YOU SHUT UP!" Keeah shouted at Jason. Jason only agreed because he didn't want Keeah to beat him to a pulp.

"Still, Max made it sound like you were one of us" keeah said. "Not with dread or THI!"

"Still, if there's any chance you had something to do with my dad's death, I can't forgive you" Jenny said as she tried to shoot keeah again. Keeah jumped out of the way of this attack, and landed in a really cool pose.

"I'm guessing you're giving up on talking her out of killing us" Silver said as keeah turned into speed mode.

"Yep" keeah said as she rushed back at Jenny. "You what they say: if you can't beat 'em, join 'em!"

"Wait, your joining THI?"

"No, that's not what I-forget it" keeah said as she ran towards Jenny, ready to go all pbutted off Monkey D Luffy on her. You know what I mean if you watch one piece. She started trying to punch Jenny, but Jenny kept moving out of the way, almost as if she sensed every move Keeah was making before she made it. She then saw jenny use those repulsion blasts twice more, and keeah just jumped out of the way, this time striking back with a punch to the face. Jenny tried to reatialliate by grabbing her sword and tring to slice Keeah's head off her soldiers, but keeah had other plans. She made a sword using her dragon flame and used it to protect herself. Jennymoved her sword away and they started a sword fight. Jenny and Keeah's sword fight was over as quickly as it began, mainly because one hit of keeah's sword broke jenny's blade in pieces.

"This sit going as planned" Jason said. Jenny started panicking when she saw keeah holding up th sword, and tired three more repulsion blasts, but keeah's sword blocked all three of them. Jenny was trying to think of what to do to fight keeah's sword when she somehow managed to do the same thing-she made an orange sword! She saw keeah wonder where that sword came from, and jenny used it to block keeah's attack.

"Huh?" Jenny said.

"How did she-" Jenny kicked keeah in the stomach, before she could finish, sending the latter s back into a parked car.

"What's-what's happening to me?" Jenny asked. It was at that moment keeah got back up and she tried to strike jenny with a spin kick. Jenny saw this and made a fighting stance, ready to take on any attack. But he started thinking that this attack was going to be too powerful for her to handle. That ths attack may finsh her for good. So she panicked and jumped in the air as keeah tried to kick her, and she noticed she wasn't coming down. In fact, she noticed that she was floating!

"What is going on with her?" Sliver asked.

"I don't know, but we're going to find out! GO DRACO, FLIGHT!" Keeah turned into her flight mode and flew up towards jenny, who saw her coming. She started thinking of a strategy to use if when keeah gets close enough, and she tried using her repulsion blasts in order to destroy Keeah. She shot three different blasts at the awesome OC, but Keeah dodged all of them.

"You can't try anything new, can you?" Keeah asked. Jenny tried to think of something else when she came up with an idea. Why doesn't she just ram into keeah? She tried that, but noticed keeah was probably going to dodge it. However, she felt some sort of power boost come on, and she felt herself speed up. Keeah didn't have any time to react when Jenny herself into keeah, knocking her into the startech building nearby. No really, she crashed through three walls and scared the crap out of the employees. She finally stopped right as she hit her head against some Newton balls. I'm sure you all know what that is. If not, then just look it up.

"Never say that again" Silver said as keeah got up.

"Yeah, I got that" Keeah said as rubbed the back of her head. She stood up and saw like forty people staring at her in shock, as she looked at them back. "Sorry about your building" she jumped out of a hole she created, ready to continue facing jenny. She landed down the ground and was about to tell Jenny to come out to her, but then she noticed something: Ben was gone. That jerk must have taken advantage to the fact that keeah was distracted to make a run for it!

"Dang it!" keeah said as stomped one the ground.

"There goes our last lead to finding out about the dragon flame" Sliver said. Jenny was about to strike again she saw a giant vessel flying towards the scene. Jenny flew away, not wanting to get it by it, and keeah looked up at it. She didn't even need to think about who it was.

"Hey guys!" Keeah shouted towards the craft.

"Who's that?" A girl with blond hair which was styled in a braid said. This is franny. Honestly since Randessa is one of the only OCs in this story that Iluvwinxandrandycunn posts art of anymore, I don't think I remember what some the other OCs of hers in this story look like. And I'm too lazy to go look, so I'll just come up with idea of what they look like.

"Keeah?" Ferris said. "Where has she been?"

"Keeah?" max asked as he got up. "Who the Heck is Keeah?"

"Okay, there must be something wrong with you" Ann said.

…

So where did ben run off to, you ask? He ran inside of the building, hoping that keeah didn't see him come in. His plan was to tell Britney to call the cops in order to get Keeah and the others out of here, and so that they might not leave with a warm welcome.

However, when he walked inside he noticed several workers of Mr. Shane's on the ground, their dead or injured. Britney wasn't anywhere in sight, but these people had him more concerned.

"YOU!" he shouted to a random guy standing nearby. "Whatever your name is, get over here!"

"My real name is Dexter, but everyone calls me stormy" he said.

"I don't care, what happened here?!"

"I honestly don't know. I went out on break for a few minutes, I hear a horrible noise, I come back in and see this mess"

"Great" Ben said. "Have you seen Britney anywhere?"

"She's in the upper office, last time I checked" Stormy said right before Ben pushed him aside to get to the elevator. He ran into it, and he pushed the button to the main office, and had to listen to an elevator music version of shake it off by Taylor swift. God, I've lost count of how many times I've heard that song. .

Within three minutes, the elevator stopped and he got off, rushing to the room he remembered Britney was in. he saw scratches and blood everywhere, which started to make him wonder if he was in a horror movie. He rushed past all of this, and he eventually got to the main office. He tried opening the door, but I wouldn't budge, which made him start kicking the door.

"Britney, open the darn door!" he shouted as he kicked it some more. He saw some sort of broken weapon on the ground and smashed it against the door, and he managed to get in.  
"Britney, you have to call the authorities. We have four un-wanted guests-" Ben looked in horror at what he saw. Britney was lying on the floor lying a puddle of blood and four shadowy figures standing there, trying to take the device which had the entire dragon flam energy that the whole freaking building had. They each were wearing a dark cloak, and you could only see their eyes. There were for figures: One was skinny, and he looked as if he had a lot of weapons hidden inside of his cloak, one looked female, one looked like he was a big and dangerous villain, and he looked like he had for small eyes and one big one. Ben assumed this was the leader.

"Who the Heck are you?" Ben asked the men.

**"That is unimportant" **the man in front of the group said. Ben noticed that if he looked at the big man from a different angle he looks like he was giving off some sort of shine. Ben felt uncomfortable looking at him, and the man didn't like looking at him back.

"What did you do to Britney?" he asked.

"**Oh her? She refused to give me what I wanted, so I had titanium take care of her" **the man said as he handed the case to the woman looking figure.

"Listen, this is considered trespbutting, and I have the rights to call the-" the woman,, most likely tired of hearing ben's voice, pointed her index finger and he middle finger at him. Ben looked in shock as they stretched out, wrapping themselves around Ben's neck, making him struggle to breathe. She than lifted ben up in the air, and started laughing.

"So you do now?" she asked as she tightened her grip. "I'm surprised you even had the guts to come out here. You must really care about this company"

"No, I don't. I hate working here. I'm thinking about quit-"

"It doesn't matter to me" she said. "You are interfering with our mission. But don't worry, I'll make your death quick and painful"

"**Delxia, that is enough!**" The bulker figure said. The feminine figure rolled her eyes as she let go of ben's neck and let him fall on the ground, with him inhaling heavily.

"Aw, but I wanted to crush his wind pipe" she said in an upset tone.

"**Killing him is unimportant. We got what we wanted, let's get out of here**" The bulky man said.

"No…" Ben said as he grabbed the fourth one's leg. "…I won't let you leave with that case. I worked so hard on it-" The skinnier man raised his cloak and took out two hand guns, and before ben had a chance to say something the man shot ben. He shot him three times in fact.

"You humans are so fragile" He said.

"Was that necessary?"

"He was going to try and fight. I figured if you weren't going to kill him, no one will"

"**Of course nobody listens to me**" The leader said as he punched a hole in the side of the building. The three men jumped down onto the ground, except for the leader, who walked back to ben. He noticed ben was still alive, which made him think that his collage didn't shoot him in the right places to kill him. He knew Ben was still alive, and he gave him a little message:

"Tell your boss his time is up, and we'll be taking matters in our own hands" He said right before he jumped out the hole in the wall.


	14. Can't think of a title at the moment

Inside of Max's head, the real max is walking around, trying to think of his next move. The reason why was became while Dread in max's body was sleeping, he managed to get control of dread's hand. However, he almost got caught because dread almost woke up. He knew he couldn't risk dread finding out he was there, so maybe if there was a way for him to find a way to get his body back, he will have to do the unthinkable.

He looked at what he could see in that area-his memories and dread's. To him they appeared to be two giant walls, each with items representing their owners. Max's memory wall had people he knows and cares about, such as Keeah, Molly, his dad and steel. Dread just had his allies, which mainly was makino and Jason naught. Max looked at dread's memories and thought it was a bit unfortunate that the only guys thee weren't friends or family. But he didn't really care about this.

_Well, here I am. _Max thought as he walked over to dread's side. _If I enter here, I will be going through dread's memories. I'm just gonna get in, get out. It's that simple. _Max started wondering how he was to get in when he noticed a handle on the side of the wall. Being curious, the teen ghost walked over to it, looking around in order to find some sort of line hinting towards a door. He didn't see anything, but he didn't care. He grabbed the handle and pulled on it, and a door magically opened up. Max was puzzled by this fact, never having to open a door to go through some memories.

Inside of the door appeared to be some sort of spiral, with little images on it. Max looked up at amazement, not knowing what he was looking at. He saw one of himself, so being curious, he walked up to it and touched it, but soon was desperate to get his hand out of there. As he put his and into the image, he felt as if his body was getting sucked into the image of max, as if he was getting bonded with them. He quickly pulled his arm out, not wanting to do that again. This time he just looked at it, and he tried to see if he could accesses his memory. The longer he stood at it, the more it seemed to move, and soon he heard voices coming from it.

"Destroy him naught, before he ruins everything!" Dread shouted at Max made his way to a panel on some sort of turbo energy powered device.

"How exactly are we supposed to shut this down?" max asked.

"I don't know, but-DUCK!" Steel shouted as he noticed Jason pulling a FNAF 2 foxy and trying to get the jump on max steel, only to crash into the device.

"That was so pathetic" Steel said.

Max suddenly remembered this as when he stopped dread from using the DINGUS from destroying half of copper canyon. He walked away from that image and saw another one, this time of his father. Max's father that is. He watched closely as the scene went down, and made sure to pay attention to every minute of it when the memory started playing.

"So what exactly does all of this tech do?" A young sounding dread asked.

"Glad you asked. See, this is what I call the dingus"

"What flattering name" Dread (Or miles as he was known as at the time) said.

"It's a very powerful tool, ou should be careful when using it"

_Now I know why dread wanted those plans to begin with. _Max thoughts. Jim walked over to some sort of container, one of which max had never seen in N-Tek before. It made max curious to what it was.

"What is that?"

"This is something molly's friend Jennet gave us" he said. "She calls it dragon flame"

_Wait, my mom was friends with keeah's mom? _Max asked. He really wondered how he never knew about this before. Or why Ferris neglected to tell him or Keeah.

Jim pulled out a gun and placed a little dragon flame inside of it, ready to see what it would do. He tried to aim for a target so maybe he could find out how powerful this stuff was. He shot it at Ferris' car, which looked very new. It slowly rushed towards the vehicle before speeding up, and when it collided with the vehicle-BOOM! The entire thing blew up in smoke.

"That's very cool" Dread said as he saw a muffler fall right next to him. Max exited that memory, wondering why he had never found it before. He never knew any of the thing he had seen in that memory before, and he wondered why no one had told him about it. He kept going where he found one of dread and some woman, a woman that looked familiar. She had long blond hair and she was about as old dread was, and she looked to be very pretty.

"So miles, what exactly have you called me here for?"

"Stephanie, we've been dating for two years now, and I think it's time we take it to the next level"

_Please tell me they're not gonna-_ dread pulled out something from behind his back, something looking like a purple box. This made the woman curious.

"What does that mean?" She asked.

"Stephanie, you mean the world to me. And I want to ask you one thing: Will you marry me?"

_I feel like I'm stuck in some sort of cheesy romance flick_. Max thought as he was about to leave. He turned back around as he heard the woman say "no" this made him wonder why she said that. He sat back down and continued watching the scene play out.

"What?"

"I can't marry you"

"But I don't understand, is there a reason?" Dread asked. "Did something happen?"

"It's, something I don't want to talk about"

"Come on, if you don't want to marry me, there's got to be a reason. Maybe I-"

"IT'S BECAUSE I'M IN LOVE WITH SOMEONE ELSE!" Dread froze in the moment, not liking what he had just heard. Surely he could have heard that right.

"His name is Michael. He's kind, he cares about me and he told me he loves me. I-I think it's not gonna work out between us"

"You're kidding" dread said as he stood up. You're trying to mess with me"

"I'm not. I don't think there's a spark between u anymore. I think we should just be friends for the time being. Have to go" She walked away as dread looked at the ring. This broke dread's heart to a huge extent, and really made him angry. He grabbed the ring and walked that balcony, and he threw into the ocean, crying right after.

_Wow, I never knew dread had it rough. _Max thought. He became more curious about dread's past so he started looking at some more memories, to the point where he forgot what exactly he was looking for.

…

Shortly after Keeah and Jenny's fight N-Tek's aircraft arrived, much to keeah's excitement. When it landed and a whole bunch of N-tek solders came out, and crouching down and pointing their weapons, ready to take on the enemy at hand. But alas, they realized they're too late, as they didn't see Jason, Jackson or Jenny anywhere. They all stood back up and walked into a single file line as Ferris and the others walked out of the craft. Out of the craft behind him were the rest of the N-Tek crew, including Max and Ann. Keeah turned back into base made and took off her helmet, and walked up to the gang.

"Hey Ann!" Keeah shouted as Ann turned her head and noticed who was calling her name.

"Keeah!" she shouted as she hugged Keeah, who she hadn't seen in a while.

"Hey guys, what took you so long?" keeah said as she walked up to Ferris.

"Where have you been?" Ann asked. "We lost track of you months ago!"

"I left the city for a while. Mainly because I noticed it had its own protector" Keeah said this as she looked at max, who she gave a smile.

_Don't tell me this woman is crazy about me too. _Dread tought.

"Well it's nice to see you again" Steel said. Where he was last chapter I don't know. "How was new York?"

"It was awesome!" Silver said as she de-attached from Keeah's suit. "They have lots of cool restaurants, and lot of cool baddies! There was one who could burn anything she tou-"

"I hate to break up the family reunion-" Max said as he pushed steel away from Keeah. "-but we came here for a purpose, did we not?"

"Well hello to you too" Silver said sarcastically.

"You guys are here to shut down the dragon flame too?" Keeah asked.

"No, we're here to destroy XJ9!" max said. "Have you seen a teenage girl with-"

"Hold on, the dragon flame?" Ann asked Keeah. "Oh, you saw the news, didn't you?"

"Wait, if Naught is creating his own dragon flame from the files he stole, than what does he want with their dragon flame?" Max asked.

"So that's what Jenny had in her!" Keeah said. "I thought it seemed similar!"

"Wait, Jason wants something with startech dragon flame?" Kat said. "Why is that?"

"None of this matters!" max said. "What matter is that we stop Naught before he use XJ9 for-what exactly it is that he wants to do!"

"There's also another reason I'm here" Keeah said. "I saw how exstroyer was turned into a dragon by the dragon flame a few days back. And from what I hear Startech might know something about the dragon flame we don't"

"Who knows, maybe they do" Ann said. Keeah was about to say something when a noise that sounded like people screaming was heard in the background. Everyone turned their heads back as they heard this, max being the only one with an idea where it was coming from. Max turned around and walked closer towards the building, and he noticed the screams were getting louder the closer to the door he got.

"Guys, I think it's coming from there!" Max shouted.

"Looks like Jason and the others have to wait. We need to get into that building and find out what is going on!" Ann said as she ran to the door.

"Wow, when did you become a good leader?" Keeah said.

"Ferris trained me while you were gone" Ann replied as she tried to open the door. She noticed for some reason the door wouldn't budge, no matter how much force she was giving it. she tried kicking the door down, but nothing happened.

"Well?" Ferris asked.

"The door won't budge" Ann said. Keeah walked up to the door and struck it with her fist, smashing it into pieces. Max noticed that the reason the door wouldn't open was because there was a desk throw right in front of it. A desk that looked like it was once built into the floor and had scratches on it. Oh, and it was broken in two, but that was keeah's doing. Around the time that the door and the desk was busted, keeah and everyone else noticed the reason everyone was panicking. Steel looked up at it in fear, and Max looked up at it in shock.

In the center of the room stood a giant monstrous creature, one that had a taste for blood. It was big, with long arms, sharp teeth, very freighting looking eyes, and it had spikes on it shoulders, with blood on its tips. On the end of the arms were giant claws, which also were covered in blood, with it dripping as everyone attempted to run away from it. Max looked in shock of that beast, for he knew exactly what it was.

"I-I don't believe it!" max said as he stepped forward. "That's an ultralink brood!"

"What's that?" Ann asked.

"It's one if makino's most dangerous warriors, that I-er, dread helped create! But what is it doing here?!"

"Beats me" Steel said as he hid behind Ann. The beast looked as if it was going to come at the gang, but s it moved forward it stopped in it's tacks, and jerked it's head backwards. All that was behind it was a piece of debris, with nothing else behind it. It walked over to where the debris was as he knocked it aside, seeing a human that was cowering in fear, who was holding a shot gun. She grabbed the gun and he took three shots, trying to kill the beast. The bullets impacted the beast as it tumbled backwards, as keeah and the others looked at it, thinking it was dead. This wasn't the case however as it came right back, and well-I'll try not to go into too much detail here or else I'll have to change the rating-that guy was killed. Let's just leave it at that.

"Don't move" Max whispered.

"Huh?" Ann asked.

"The brood senses movement, so that its prey cannot run away from it. As long as we don't move a muscle, we'll be fine" Max said. Everyone was standing still, trying not to move anything, not even their eye lids. Keeah honestly would like to fight the beast, Ann would like to scratch her nose, Ferris would like to call for backup, ect. But they knew that they had to stay still, until that thing gets bored and moves on. This seemed to have been going very well, until keeah felt like she had to sneeze. He was trying to desperately fight off this feeling in her nose, and she was still trying to stay as still as a scarecrow, but alas-

"ACHOO!"

The sneeze won that battle. The beast noticed some movement, as with keeah covering her mouth. The beast took a special look at keeah and immanently started charging forward, looking like it was interested in killing keeah. It started charging towards her and everyone else ran away panicking, as she just stood there. She made a battle ready stance as the beast moved its claws back, ready to shred her in pieces.

"What are you standing around for, you moron?!" Max shouted at Keeah. "Move out of the way!" Keeah still didn't budge, and the beast was finally going to make its move.

"She going to be killed!" Ferris shouted. The beast was about to shred her with his claws when keeah jumped out of the creature's reach, and landed on it's back.

_What is she doing?! _Dread thought. The creature tried to get her off its back but she just grabbed onto the spikes, not letting go. It probably would have just grabbed her and thrown her off, but it couldn't reach her. Keeah penuche the beast in the back, which seemed to make it scream out in pain. As the beast screeched, she jumped off and did a spin, and landed her foot directly into the beast's forehead. The beast screamed out in pain right before it collapsed on the ground, and Keeah jumped off of it.

"Wow" Ferris said as Keeah walked away from the monster.

"I-I don't get it! How did you-"

"Coma and I fought one of those things before. They're not that hard to beat" keeah said. "They have a weak spot on their foreheads. You can't see them because their hidden by that green skin"

_"_Who's coma?" Steel asked.

"She's a friend of mine from new York. She's really cool, you guys should meet her" Keeah said as she turned around.

"So what was that thing doing in star tech industries?" Steel asked as he flew over to the creature, mainly to make sure it wasn't dead.

"I don't know" max said as he crouched down. "All I know is that there are three types of broods. There's hunters, killers, and scouts. This is a scout, and it looked like it belonged to someone"

"And it got separated from them?" Ferris asked.

"Most likely, this type never travels alone" Max said. "But what is it doing here?"

"What I want to know is why it only went after Keeah" Sliver asked. "I saw Ann picking her nose, so it could easily attack her"

"I wasn't picking my nose!" Ann said. "I was scratching it!"

"Does it matter?" Max said. "I believe that we need to find out why this thing was here, before its owners come looking for it!"

"Well, I don't know about you guys, but I'm going to find the dragon flame" Keeah said as she was about to walk away.

"I'll go with you" Ferris said. "Maybe if we search the area, we can find out why this thing was-"

"What are you doing in my building?!" Mr. Shane said as he walked in. He must have come back from cook out and see his building trashed, and six (seven counting steel and Silver) people standing in the lobby with a giant beast, lying dead on the floor. That is not a sight a powerful business man wants to see, especially if one of the "attackers" is Keeah Silver. He is ready to kick all of them out, and he doesn't care why they are here.

"You guys came in here without permission, and trashed my building. I'll let you know I can have you all arrested for trespbutting, and I can call the cops right now" Mr. Shane said as he pulled out his phone. "You all have one minute to get the heck outta here"

"Wait-David Shane?" Max asked as he walked foreword. Dread must know him somehow "You run startech industries?!"

"I'm surprised you didn't know that" Mr. Shane said. "Now state your business before I report you all"

"Listen, I have a reason I'm here" Keeah said. "I heard about that dragon flame project-"

"You are not getting your hands on it!" Mr. Shane said. "I'm working very hard on it and I cannot afford to let it-"

"Listen Dave, we came here for a purpose!" Max said. "That thing belongs to evil tyrant, who stop at nothing to make sure we are all dead! I need to find why it was here!"

"First of all, it's Mr. Shane to you. Don't call me by my first name as if you know me. Second of all, I have the police to count on for that, so if you don't get out of my building I'll have you all collected. Got it?"

"NO! We aren't leaving!" Max shouted. This surprised Keeah, Ann, Ferris, and both of the ultralinks. "There is a reason this thing is here, and if you don't want to die you will let us go through there!"

"Wow, you must really think you can figure out why this beast was in here. You almost remind me of someone I knew in collage" Mr. Shane said. "I never liked him. Now get out and never come back, you four aren't welcome here"

"Why all of us?" Ann said. "I mean, Keeah accidentally destroyed some of the building, and max is being a jerk-but what about the rest of us?"

"If you're with them than you're not welcome either. I will not have anyone working with N-Tek inside of my building. Now get out"

"Listen here" Max said as he walked up to Mr. Shane, grabbing the latter's shirt. "I am not leaving! There are people-bad people-out there who would love to get that tech you have here. This creature belongs to one of them, and I need to know what they have stolen. They might even steal the dragon fire!"

"I said you all have to get out of here. The cops are on their way and-" By this point Max had enough of Mr. Shane's bullcrap. One minute he was holding Mr. Shane's shirt, the next he committed an act of bludgeon. Mr. Shane went flying back towards where the door used to be, and everyone looked up in shock. Max had just punched this man in the face, much to everyone's surprise. He felt his chin right when the police showed up, and two officers help him up.

"Like I said, you have to leave now!" Mr. Shane said as he wiped some blood off of his chin. "I should have you arrested for buttaulting a powerful business man!"

"You think I care?!" Max said. "We need to find out why this brood was in here!"

"Max, I think we should probably leave" Ferris said.

"This jerk-"

"Let it go max. We're leaving!" Ann said as she and Ferris grabbed his arms. He helped him towards the door and Mr. Shane stood up while dusting him off. He walked up to the guard and gave him an order as he fixed his tie.

"Make sure to take their photos and make sure that they never come back here again" Mr. Shane said as he started walking towards the brood. He kneed in front of the beast trying inspect its body when he noticed something covered in green blood. Mr. Shane wiped this off and saw the ultralink that was on top of the beast, and imminently he knew what it was and why he was here.

"You! How long has this beast been in here?!" he shouted at stormy, who somehow survived the fight.

"It came about ten minutes after you left, sir!" Mr. Shane looked at it, and he stood up, walking away from the entire scene, very angry.

"If anyone needs me I'll be in my office" Mr. Shane said as he walked away from the beast.

…

"Okay, now what?!" Jason asked, referring to N-Tek's arrival. He and his partner in crime where hiding behind and old building, where they were sure N-Tek's men weren't looking. They were scared out of their wits, and they were trying to think of their next move. Jason Felt someone walk up behind him and heard a voice calling his name. At this point he was so paranoid that he screamed "YOU'LL NEVER TAKE ME ALIVE!" and tried to punch the person talking to him right before he noticed it was jenny.

"Jason, can I ask you something?"

"Not now" Jason said to her as he turned his head to Jackson. "So what is the plan?!"

"I don't know, 'Brilliant leader' you tell me!" Jackson shouted.

"Keep your voice down! You know those guys can hear us and beat us up!"

"By 'us' you mean me and Jenny because you'll be too busy running in the other direction!"

"What is that supposed to mean?!"

"Are you that stupid? I'm saying you're a coward! When keeah showed up you hid behind the trash can over there just waiting to see what happens next. In fact, I'm starting to think dread dying in your arms is a huge-"

"Please stop fighting!" Jenny shouted as she caused some sort of energy to burst through the ground. It sent some powerful shockwaves running through the street, which the whole freaking city felt. Including N-Tek.

"What was that?!" Kat asked as she felt it.

"I don't know, but I think it was coming from over there!" Jefferson said as he pointed at the building that the trio of evil was hiding behind. Trio of evil? God that was cheesy!

"Oops" Jenny said as she heard footsteps coming her way.

"I think it's time to run" Jackson said as he stood up.

"You think?!" Jason said as he started running. Jenny just ran along with them, mainly because she didn't know how Jason and Jackson would react if they saw her flying. She didn't know if they would freak out or if they wouldn't be surprised because they already knew about it. Kat and the others happened to come by right after they left, not seeing anyone nearby.

"Great. We lost them" Berto said as he crouched down. Kat was about to tell everyone togo backto the ship when she noticed something on the ground. Something that had a pattern.

"berto, what is that?" Kat asked as she pointed at the stuff.

"Dog poop" He replied. "Most likely someone stepped in it and didn't notice"

"Well, what are we waiting for?" Jefferson said. "Jason and the others have to fallow that trial! Let's go!"

"This way!" Kat said. They ran after the three until Jackson and Jason speed up, but there was a trail right behind them and they followed the trail, and it wasn't before long Jackson noticed this. The trail should have lead them to naught and the others, but it didn't. When the trial stopped, and none of the villains were in sight, and all anyone saw was a shoe covered in dog crap.

"Strange, I could have sworn they were here" Kat said as she crouched down towards the shoe. "Terra, did you see them?"

"No, I didn't" Terra said. She's another N-Tek agent that's gonna become more important later on. For now she's a techno wizard that works with Berto. And yes, she is also Iluvwinxandrandycunn's OC. I don't have that many of my own OCs in my story, do I?

"You're getting nothing?" Jefferson asked.

"Nope" terra said as she looked at her scanner. "They're gone"

"Great. Keep moving" Kat said.

"Hey is that-" Randessa said as she saw someone in the distance. Where she was the previous scene I don't know. "MAX-KUN!" she started running, and everyone else started running after her, including Kat. As they ran past an ally way, they failed to notice something hiding in there. Or should I say someone. Jackson, Jenny and Jason are all hiding there, with Jackson's hand over Jason's mouth, and Jenny peeking out of the ally way, just to make sure N-Tek has left.

"Their gone!" Jenny whispered. Jackson took his hand off of Jason's mouth, and Jason preceded to blow up.

"The heck?!" Jason answered. "You can't go around doing that to your boss! Taking off my shoe and trying to suffocate me-"

"If I hadn't they would have found us because you would have been too busy blabbering about how either A) you don't want to die or B) Say something like "You won't take me alive!"

"He's got a point" Jenny said. You know, I just noticed this trio all have names that start with J. How weird.

"Stop it!" Jason said as he dusted himself off. "By the way Jackson, your hands are so soft. What kind of moisturizer do you use?"

"Why does it matter?!" Jackson shouted. "If N-TeK can get ahold of that dragon flame first than we lose! We need it!"

"Wait, I thought you wanted to destroy it" Jenny asked.

"You bought that crap?! Jason obviously wants it so he can 'fix' your brother!"

"I told you to call me Naught!"

"You know what? I don't care!" Jackson said. "I'm not sure I like having a moron for my boss!"

"What was that?!" Jason asked. "Listen you a-"

"Guys, fighting isn't going to get us anywhere!" Jenny said. "I know you guys have clashing personalities and you hold that against each other, but still, if we are going to take back the dragon flame, we have to work together!"

"Hmmm, you do have a point" Jason said.

"Fine, I'll work with this moron some more"

"See? If we work together, then we can accomplish many great things!" Jenny said. "Now, I have a plan on getting in. You see, I created an opening to the building, and if we time it right, no one will know we got in there. If we get there, we can storm in and get the dragon flame back!"

"What does she mean 'back'?" Jackson whispered.

"Remember, I told her we're the good guys. Most likely she thinks they stole the dragon flame from us and we want it back"

"Ahh…" Jackson said. "Okay Jenny, we'll agree to your plan. When we're sure no one is looking, we're going to sneak in there and take back the dragon flame. Then we can revive your brother"

"Thanks" Jenny asked. "What is his name, by the way?"

"Huh?"

"My brother. I can't remember that much, so I don't remember his name. What was it?"

"uhh…" Jason said. He never really gave project darkkus a human name, and he knew Jenny think that both she and him were normal humans. He must be unaware that she was having doubts about that. So he had to answer that question and he had to think of a random name. Soon he just said the first name that popped up in his head.

"Dexter. His name is Dexter" Jason said.

"Okay" Jenny said. "Now when do I think no one will be looking at that giant hole…"

…

Max and the others walked out of that room, and he was pretty angry. Steel noticed this, mainly because he kicked over a waste basket near the street. Everyone who was still at the ship noticed this, as Ferris walked over to the guards, who gave him a salute.

"Be careful around max. He's not happy" Ferris said as he walked back into a spaceship.

"Hey guys" Anna said. Take a wild guess who she belongs to. "Did you get the dragon flame inside?"

"No, but we did find a creature belonging to makino-and I wanted to investigate, but that imbecile Dave wouldn't let me. You know, if you told him what our purpose was he would have let us in. but you neglected! What a cowardly-"

"Max, you don't think I have a plan?" Ann said.

"What do you mean?"

"See that hole Keeah made in the building?" Ann said as she pointed at the building. "If we play our cards right, we can get in there without being seen. Then maybe we could find out what that guy had to hide"

"Huh?" keeah asked.

"The tone of his voice-it's like he didn't want us to find something that was inside. He also knew we were N-Tek solders, and he didn't like that fact. I almost have the feeling he knew exactly what that thing was and why it was in his building, and he didn't want us to get in. We're going to do some investigating"

"This is why I love you" Max whispered.

"What?"

"Nothing"

"Even so, how are you going to get up there?" Keeah asked. "Max and I can fly in, but what about you guys?"

"Oh, I have a way" Ann said as she accessed the compartment section of N-Tek's airship. There were loads of gadgets and weapons in side of it, and Ann knows how to use every single one. She knew she was going to find one useful in there, and find one she did.

…

Mr. Shane storms into elevator, angry as fire. Ann's assumption was right-he did know what that thing was and who it belonged to. And he was going to give the owner a piece of his mind. As the evaluator opened on the top floor, Mr. Shane was going to his office when a horrible sight fell before his eyes.

Ben and Britney were lying on the floor, ben unconscious and Britney dead. He was hoping his eyes were deceiving him as he ran over to Britney, trying to feel her pulse. He didn't feel it, and he soon confirmed she was dead, much to his anger. He walked over to ben and placed his hand on his heart to see if he could fell it beating. He felt a pounding in Ben's chest, so he knew that Ben was still alive. He started shaking ben a bit, trying to see if he could wake up his worker.

"Ben? BEN!" He shouted. Mr. Shane kept shaking him right before Ben opened his eyes, much to Mr. Shane's relief.

"Mr. Shane…" Ben said weakly.

"Tell me ben-WHO DID THIS TO YOU?!"

"I-I-I didn't get a look at their faces-"Ben said weakly. "Listen, they…they took the dragon flame"

"What?" Mr. Shane asked.

"Whoever they were…they killed Britney and took the dragon flame. Their leader said to give you a message… Something lie your time is up"

"Wait…did they have some sort of glow object on at least one of their heads?"

"I think so…why?" Ben asked weakly. Mr. Shane knew exactly what was going on, and he gently let ben down on the ground.

"I just alerted the medics, their on their way" Mr. Shane said. "I think I know who did this to you, and I need to give him a phone call" Mr. Shane walked away into his office, which he saw was trashed. All of his important files were torn up, the picture of his wife and daughter was shattered, and all of his awards (like ones for best science company and best military supplier) were on the ground, smashed to pieces. Mr. Shane looked down at the papers to see which one were torn up-some not really important ones, like a grocery list and a bill for a restaurant he went to once, but what he found that was missing was probably the most important file in his desk-the dragon flame formula! Shane picked up his phone and dialed a specific number, one he had contacted a few chapters ago.

His secret boss turned on his phone, and was pleasantly surprised by Mr. Shane's call.

"Mr. Shane, how nice of you to give me a call" He said. "I usually give you the calls. If you called me first, than it must be urgent"

"Yes, it is. I just called to say one thing: What the heck?!" Mr. Shane shouted at his boss. "I walk back into my office to find it trashed and my two best workers killed! This wasn't part of the deal!"

"No, you misunderstand. You see, I told you that you have until February twentieth to give me a finished sample of the dragon flame. You didn't get it on time, so we took whatever you had at the moment, and what we found was very interesting-"

"You think I care?! If you we're so far away from here I would sue you for breaking and entering and assaulting two of my workers!"

"It was your tardiness that made us arrive. I'm guessing you didn't like that present of yours I asked Titanum to leave behind?"

"Listen here you son of a %$# ^, don't care how powerful you are, I only wanted to work with you because you said that you were the only way my daughter could live. All I had to do was make a accrete copy of the dragon flame, and thankfully a friend of mine got me a sample Of Keeah silver's blood, but you didn't give me enough time to finish it-"

"No now now, I believe you don't know that there's a second reason for my arrival. You see, I realized neither you nor Naught was useful in this sense because of it"

"What the devil are you talking about?"

"Do you want to know why so many people failed to replicate the dragon flame formula? Because the dragon flame isn't a formula"

"What?" Mr. Shane said. "You're screwing with me"

"No I'm not. You see, your scientist wrote out that he found out by studying the blood sample you have. You just never bothered to look at them, considering the coffee rings on the papers. You see, over two thousand years ago, dragons came to the earth in order to find peace somewhere else in the galaxy. However, they knew humans weren't ready to see them so they took on human forms. They appeared to have supernatural powers hat normal humans don't have, hence the name dragon flame. As a result, they started mating with normal humans, because they would die out if they didn't.

"Their blood was passed down from descendent to descendent, with each generation hoping that one day humans would be accepting to them. However, most of the humans who had this blood in their veins were considered outsiders, and most of them were hunted down and killed by the government. The last known one to exist died sixteen years ago. And you know what her name was?"

"Hermione granger?"

"You answered wrong on purpose, didn't you?"

"It's called being a smartalec" Mr. Shane said.

"I don't apprentice you humans' sense of humor" The boss said. I had no idea how to phrase that. "Her name was: Jennet Shay" Mr. Shane stopped in in shock to what he heard. Surely that couldn't be right. Dragon flame was a science experiment, not something made from magic. And dragons? There's no such thing as dragons. They've never existed, and never will.

"Very funny, you'd think I'd fall for that?" Mr. Shane said. Mr. Shane noticed how his boss wasn't laughing, and this upset him. This means is boss was serious as a heart attack.

"I believe you think I'm fibbing. Trust me, I never fib" His boss said. "As of today, you are no longer working with us. I don't believe we need this phone line anymore. Goodbye" Mr. Shane heard the noise saying that this phone line had been terminated as he moved the phone away from his ear. He then threw the phone at the wall, not caring if he broke it or not. He slammed his fist against his destroyed desk, asking himself how he could be so stupid. He knew this is what Ben was going to tell him, but he ignored his worker and as a result Ben probably could no longer walk. He knew what he was going to do. He made his way to the elevator, and prepared to make a deal with someone. someone he never thought he would have to make a deal with.


	15. Realization

**Would you look at that, it appears I'm not dead! man, how long ago have I updated this story?! Man, I have been SOOOOOOOOOOOOOO lazy with the writing that I kind neglected it and instead watched the entirety of thriller bark before I noticed I was letting -insert amount of watchers here- people down, so being that nice man I am, I decided to get off my Velcro seat and get to writing. regardless, I hope you enjoy!**

On a building close by to Startech industries lied a stakeout, on which Ann, Max and Keeah were involved. Also there were Steel and silver, who were busy playing some sort of game as sil was telling a story about an adventure in New York she and keeah had. And steel found it very fascinating.

"So then the girl randomly came up again, and she said "come play with me" silver said as she rolled some dice. "Keeah tried to turn around so that she could get the heck outta there when suddenly we realized something freaky: The girl didn't have a face!"

"Really?!" Steel said He was held deep in suspense as he rolled the dice once more. "I passed go. $200 please"

"This game is kinda boring" silver said as he grabbed $200 bucks from the "Bank"

"Yeah. So what happened next?"

"Well, Keeah stumbled back a bit for a bit when out of nowhere these cables came out of nowhere and wrapped themselves round keeah's arms and legs. I commented on how I've watched enough toonami to know that that wasn't a good th-"

"Can the two of you shut up?!"Max shouted. "I can't hear myself think!"

"Hey, that was rude" Steel said.

"Honestly, we're trying to find out why an ultralink brood wanted to get into David Shane's building" Max said. "Why are you wasting your time telling stories while playing monopoly?"

"Well, I don't see you guys doing anything productive" Steel said. Max turned his head and noticed that Keeah was sitting down listening to the red hot chili peppers on her IPod (If that's okay with her owner) and Ann was started at that giant hole in the building through a pair of binoculars.

"I'm thinking of a strategy. Ann is looking for an opening. Cheetah over there isn't doing anything" Max said as Keeah started singing along to the song she was listening to. "Hey Ann, what's going on down there?"

"Not much, just some fat guys trying to repair the damage Jenny did"

"Who?" max asked.

"You know, XJ-oh, that's strange" Ann said.

"What?" Keeah said as she took out her earphones.

"Mr. Shane just walked in. He's telling everyone to get out-even himself. Now the room's completely-"

"So we can go in now?" Steel said as he randomly floated in, with a cookie in his hands.

"Hey, where did you get the cookie?" Ann asked.

"Randessa gave it to me. She made it herself" Steel said.

"Did she give us a whole box?" Keeah asked. "I'm kinda hungry"

"Not really, just this one." Steel said. "And she said this was for no one else except her 'Max-kun"

"I really wish she would stop calling me that" Max said as he took the cookie. As Ann was trying to think of a way in without being seen from the public below, max took a bite of the cookie. He held in his mouth for about ten seconds, right before He spit it out, while tossing the un-eaten portion to keeah.

"That was disgusting!" Max said as he wiped his mouth.

"Strange, I thought you liked Randessa's cooking" Ann said.

"If you call that crap cooking! That was terrible!" Max said. This did make Ann suspicious, as Max would usually swallow and pretend to like her cooking, just to be nice. It wasn't like him to spit it out and call it disgusting. Ann was trying to think more about this when she changed her mind, as she focused more on the task in hand. She tried to think of a way to get over there to the other side without being seen by the crowd down below, and it seemed like Keeah might be the only one who could do something like that. As she was thinking she noticed some construction vehicles nearby, and that gave her an idea.

"Hey keeah, do you think you can somehow grab some of those traffic cones and put them around the street without being seen?"

"Of course" keeah said as she took a bite of the cookie. "You know, this isn't half bad" she did a Kaku (Take a wild guess what anime he's from) and jumped off the building, free falling before she jumped away from the building. She changed to speed mode, and rushed over to the construction site in order to help her friends. She ran into the construction site and took at least fifteen traffic cones, right when a construction worker happened to be walking by. First there was twenty, but when the man looked again, there were only five. He swore someone spiked his coffee.

Keeah got to work as she put every single one of the cones down at a sonic speed, thus not being seen by anyone nearby. This however wasn't a good thing. People driving close to the building saw traffic cones pop out of nowhere, which really freaked them out. Most of them ended up swerving and crashing t either other cars or K-Marts, leaving a huge ruckus and anger. One car even lit on fire somehow! This isn't what keeah intended, so she just whistled and walked away, hoping no one noticed her. She ran all the way back to the building that Max and Ann agents were on, and walked up to the latter.

"I might have accidently deterred our goal" keeah said as Ann looked down, seeing all of the chaos.

"No, I think everyone would be too busy trying to fix that mess to notice us" Ann said as she put down the binoculars. "We can use this to our advantage" Ann kneeled over and grabbed a strange looking gun, and shot at the giant hole in the building. Out came what looked like a wire that stabbed itself into the wall of the building, and Ann grabbed something out of her pocket. She stabbed her gun into the ground and extended that thing on her pocket, which was now wider than she was. She jumped off the building and latched the item onto the cord and slid down, kinda like a zip line.

Soon she reached the building, and when she got off, and folded the handle back in her pocket, while still in the air. She spun around for a bit and landed right on her feet, which surprised max.

"You guys coming or what?" she asked.

"Hey are we coming?" Steel asked.

"You are sitting here ding nothing but telling stories" max said. "I think it'll be much more efficient if you stay here" Max said as Keeah ran forward and jumped off of the building. She did some sort of boost while in mid-air, kinda like a back kick, which launched her forward even more. She landed on her feet right next to Ann. Now it was Max's turn. Max stepped back for a second and ran up and jumped on the wire, sliding down with no problem. Ann and Keeah were really impressed with this, wondering how he wasn't tipping over. Max kept sliding down safely until he reached the tip of the cord, where he jumped off and stood up in front of Ann.

"That was pretty cool!" Keeah said.

"How did you do that without falling off?" Ann asked.

"A little modification I made to the steel suit" max said as he held out his foot. Ann couldn't really tell any difference until she looked more closely. The heels had some sort of pattern going through them, and it looked as if it could move. "I call this the manga heel. It allows me to stick onto any surface with the steel suit on, kind of like a spider"

"That sounds pretty cool" Keeah said. "Reminds me of something dread would come up with"

"Maybe we can talk about that later" Ann said. "Right now let's focus on finding out why that beast was in here" Keeah walked over to a door that was right in front of them, hoping it was the room she was looking for. She opened said door, but before she could look into the room she jumped back the ceiling come down right in front of her.

Back over at the two ultralinks, they weren't doing much-Silver's story ended (Keeah broke free and the scary girl was an illusion made by a Mystero wannabe) o they now ere just playing cards. Where they got said cards though, I don't know. All I know is that Silver was winning. While they were playing they heard the noise of that part of the ceiling crashing down, much to their surprise.

"What was that?" silver asked as she put down a card.

"I don't know" Steel said as he put down a cad of the same element type. "Okay, so now you either have to use squrtle or someone with the same element"

"You know, I don't think this is how we play Pokémon" Silver said as she put down another card.

Back at the main gang, everybody was staring at the piece of the ceiling that feel down, and man was it huge. It almost was the entire ceiling of the upper floor, all in chunks on the floor there.

"Thank god that didn't crush us" Ann said as she walked towards the room. Ann knew there must be something in the net room if the ultalink monster trashed that room first, mainly because Keeah's impact wouldn't have been enough to shatter it. She walked in hoping that she found the science lab and could be able to figure out why something attacked the building. She stepped over the debris, and looked into the room not exactly knowing where she was. Keeah and Max walked in as well, but none of the trio were able to figure out where exactly they were. Was that the place was trashed. There were claw marks and bullet holes all over the walls, everything that was on the wall was threatening to fall off, and the entire floor was scattered with objects that were in the room.

"Wow, it's like a bomb went off in here" Keeah said.

"Considering this is where David Shane built most of the weapons he sold to the government, it wouldn't surprise me if that was what actually happened" max said, surprising both Keeah and Ann.

"What?" Ann asked.

"This place-it was where they worked on their special projects. You can see blue prints of the many weapons David Shane gave to the military are all over. That is part of the dragon Flame Formula on that marker board over there. That is a torn up table of elements. This was the labatroy"

"Wow, you're right" Keeah said ads she picked up a piece of paper. "This is the sketch for a weapon that I stopped some thugs from illegally selling"

"So whatever that beast wanted was in this room" Ann said. "Start looking for anything you can find"

And with these words everyone started over turning every piece of debris, with very slow progress. And found a few used bullets, but she knew that could NOT be what anything that worked for makino wanted. Max was looking around and found a paper that was charred, but he wasn't expecting to find it here. What it was will be revealed later on, but for now he folded it up and hid it, hoping no one noticed. As for Keeah, she was whistling dangerous when she stumbled upon something she really wasn't expecting to find. She picked it up and messed with it a little, mainly to make sure that her eyes weren't deceiving her. They weren't, and this made her worried.

"Guys, you might want to look at what I found" She said as she stood up. Max and Ann walked over to keeah, wondering what she talking about. What they saw in her hand was a beaker with blood in it, if blood had strange orange glowing bits in it. They had no idea what it was, because neither of them had seen it before.

"What is it?" Max asked.

"This is the blood sample I gave N-Tek, right before I left for New York" She said. "I gave it to them hoping they find out about the dragon flame as I was away. Question is, what is it doing here?"

"I think it might be some sort of clue" Ann said. "Maybe we just found out why that beast was-"

"Ann, look at this" max said as he noticed something on the ground. It looked like a strange type of blood, not knowing what type this was. There was no way it was human blood, but he was positive what kind of blood it was. He also noticed there were a few bullets nearby and he grabbed one and examined it. He deducted that they were supposed to be special metal piercing bullets designed by Ben Tennyson. But why would anyone need that? Dread came to one conclusion.

"That monster was a distraction" Max said.

"Huh?"

"The ultralink brood was never in here. It was to distract everyone down stairs, so that they wouldn't find out what going on here. There are pieces of shrapnel all over the place, along with metal piercing bullets, and this blood couldn't have come from a brood. The only reason anyone here would need these weapons is if they fought meatal elementor."

"And by the looks of it, he wasn't alone" Keeah said. "I can tell that they were three more people here who didn't get killed, but killed whoever was here, and helped trash the place. He must have had some sort of posse"

"Whatever the case is, we were too late" max said as he stood up. "Elementor got what he wanted, and he's long gone by now"

"That's just great" Keeah said as Ann noticed something hiding under some pieces of building. She walked towards it and moved the pieces of debris and saw what looked like a canister with orange contents inside of it. Ann soon realized what this was-It was one last canister of dragon flame. She quickly dug it out and grabbed it, and dusted it off. She stood back up, and prepared to speak to the rest of the group, unaware that someone was listening.

"Guys, I found out why Elementor's posse wanted to attack this room" She said. "He wanted to get all of the dragon flame in this room, but it looks like he missed one"

"How the hell did you find that?" Max asked. Keeah gave an odd look to max, not believing what he just said. She thought it out of character for max to swear like that.

"It was laying down over there. Somehow he missed this one, which makes me suspioucos"

"Maybe he just didn't notice that last one" Keeah said.

"Or maybe he left it behind on propose" Max said. "It's possible that he wanted us to find it. Why would he just leave it here but take the others?"

"Oh, I'm sure we'll find that out in a second" Someone said from behind the group. This was the same person that was eves dropping on Ann, and Dread recognized who that voice belonged to. He wasn't surprised he heard that voice, mainly because he was expecting him to show up. He turned around and saw Jason standing there, still wearing that armor he was wearing from-honestly, I forgot how many chapters ago I said it was. But he was there smiling, and ready to take on his enemies, and crush them into the ground.

"Naught, what a surprise" Max said. "Let me guess-you split up with someone bigger than you?"

"Nope! I'm here all by myself" Jason said.

"You sounded like a toddler there" Keeah said right before Ann giggled.

"SHUT UP!" Jason shouted. "Anyway, I need that dragon flame, so I'll be taking it if you don't mind"

"Why would you need it?" Max said. "You stole the dragon flame formula. Why do you want David's if you could make your own? Are you just that greedy?!"

"There is a fine reason for that" Jason said. "I know the dragon flame formula I have is incomplete, and thus is unstable. The dose I used to power up Jenny could blow any minute now, judging by the looks of things. These, however, are complete dragon flame samples, all ready to use. With them, the possibilities with them are endless! I can create an army of dragon flame super solders crush anything in their way. I can create weapons of mass destruction that can put an end to N-Tek! I know I am going to get nowhere with the formula I have, but I can reverse engineer this one! And if that doesn't work, I know Shane can always make more for me"

"You moron, don't you get it?!" Max said. "You're too late! Someone has already gotten here first, and he left this last canister of dragon flame! It obviously is a trap! Are you stupid enough to not see that?!"

"I don't care if it's a distraction!" Jason said. "If it means I can become even more powerful than you all are, I am willing to take that risk! Now give me the dragon flame!"

"No" Ann said. "No way I'll give it to someone like you"

"Suit yourself" Jason said as he started doing something. He put his arms and legs into a stance and started some sort of powering up session, kinda like the same way goku did when he found out that both Vegeta and Nappa had killed most of his friends. You know, the scene where that internet meme "IT'S OVER 9000!" Came from. As this transformation came complete, he looked like the power rangers super dino mode from Dino thunder. He also had too guns on his back, which kinda looked like another power up mode for the red ranger of that series that I forgot the name of.

"That is so lame!" Keeah said.

"Wow, looks like I wasn't the only power rangers fan here" Ann said, having used to love that show as a small child.

"I've had it with you" Jason said as he jumped forward towards the group. "PREPARE TO DIE!" He held out his arms in front of himself as he did some sort of spinning attack that-you know, I had one in mind, but I instantly forgot what it was. I think it was from power rangers though. That or one piece. Regardless, He was flying forward, threating to stab anyone that was standing in his way.

"GIVE ME THE DRAGON FLAME!" He shouted as the attack was heading towards Ann. Max looked towards Jason and noticed what was happening, and that Ann might not get out of the way in time. He knew that Jason most likely would kill her, and he had to do something. So he did the only thing he could do-

"AGGGGHHHHHH!" You'd think that Ann was shouting this as Jason's spikes pierced her. But because she's one of my favorite OCs, This wasn't the case. She wasn't screaming, but rather watching in shock at who was. It really was max who was on the other end, as he had willingly jumped in the way of Jason's attack. He really looked like he was in pain, which is a given since he had two metal spikes jabbed into his chest. The Steel suit most likely was what prevented this blow from killing him.

"Why did you do that?" Ann asked in shock, as Keeah was wondering the same thing.

"Listen, I am not going to let Ann get killed thanks to this idiot" Max said. "I am going to take care of him. You two should take the dragon flame and get out of here" Keeah, not really understanding why Max was asking them to leave, decided to do as he says. She grabbed the canister and she nodded to Ann, telling her to come along. She did, and thus leaving Max and Jason by themselves.

"Telling your only back-up to leave" Jason said. "Not a smart move"

"Really? Because I'd know you'd do that to make yourself look intimidating"

"You know, you're really starting to sound like dread" Jason said as he tried to plunge those spikes deeper. "Such a shame he died"

"is that why you sell some of dread's scraps" Max said as he grabbed the spikes

"Wait, how did you know about that?"

"Well naught, it's very simple. I ran into a few guys you sold his tech to" Max said and he titled his hands. "Their names were Robert and Lennie, if I remember correctly" Max said. He grabbed the spikes and snapped them in half, much to Jason's surprise.

"You…You broke my spikes!" Jason said. "How the hell did you do that?!"

"Dread designed them. Like I said, thanks to those two morons I was able to discover more about this tech, like where weakspots are. I thought it would be a good idea to study it, in case if a ran into you"

"Oh really?" He said. "If that's so, than try and strike me. You see, my armor is very thick, as it's a mixture between THI and N-Tek's technology! There is no way you could ever harm m-" Jason words were interrupted by him feeling a huge amount of pain in his stomach. Pain as in his tough armor shattered and a punch was landed right in his stomach, causing him to spit out blood. He didn't know why he suddenly felt like that, even though it was clear- that _was _happening.

Jason felt pain as Max punched him in the stomach, which managed to break through Jason's "seemingly" indestructible armor. Jason had no idea how that could happen, but he didn't need time to think about it-he had just gotten slammed into the wall, tearing it up in the process.

"Impressive" Jason asked as he wiped his mouth. "You…you managed t break te armor. Very well played"

"Well played?" Max asked. "You tried to kill dread yourself, "Well played" Doesn't sound right describing you"

"Wait, what?"

"I know you planted a device on Dread after finding out he was dying to speed up the process. You wanted THI all for yourself, and as far as I know you would have gotten away with it, had dread not released your plot"

"Doesn't matter, he still died"

"Yes, but you say that with confidence, it's almost as if you wanted that to happen. Did you?"

"Why does it matter? What matters is that I kill you here and now" Jason said

"You still haven't answered my question naught. Were you excited to find out he was dying?"

"Of course I was" Jason said as he tried to reach for something on the ground. "I couldn't stand him anymore! All of the abuse, all of the torment, all of the anger towards me-I couldn't take it anymore! For over a year I have been trying to kill him-I hacked into the suit he couldn't take off, and tamped with it to see if it would work, and just a few weeks ago, it started taking effect. I was surprised, because by that point I thought that it wasn't going to work, but still. I was glad to know that he was dying, and because of it I was free! No one was going to weigh me down, I can go on with my own projects, many of which I would have to had o have dread taken out of the picture"

"Wait, you tampered with his suit?!"

"Well, I told him it was makino's ship, and somehow that moron fell for I-"

"YOU BASTARD!" Max shouted as he punched Jason in the face. "Miles dread was a powerful man, who should have died fair and square in combat with his hated enemy, Max ste-er, ME! You shouldn't have been involved!" He was saying all of this as he was beating Jason to a pulp, and it wasn't before long until he looked worse than Zoro did during his fight with Mr.1.

"Why do you care? You were his worst enemy!" Jason said. "That's no reason to go batman on me!"

"Maybe the spirt of miles dread wants me to do this" Max said as he threw Jason into the wall, causing the weapon Jason was reaching for a little while back to fall out. Jason, now beaten and weak, thought that weapon was his last hope. He tried his hardest to reach it and fire it at max but max stepped on it, crushing it before Naught could even get close to it. He then grabbed Jason by the collar and pressed him up against the window, and only god knows how scared Jason was.

"What are you going to do to me?" He asked, worried.

"Something I should have done a long time ago"

For the sake of suspense, let's cut to the OCs who I recently noticed are taking over this fanifc, Keeah and Ann. They were still on the run with the dragon flame, and so far hadn't encounter any obstacles. Mostly debris from the intruders and broken stair cases but really, is that a challenge for these two? Heck no, they can jump pretty far. Ann is really agile, and Keeah is Keeah. So far nothing really dangerous had happened, so Ann decided to ask something she started wondering.

"Okay, so what exactly are we supposed to do with it as soon as we get out of here?" Ann asked.

"Well, I honestly want to destroy it" Keeah said. "But I'm corouris as to what N-Tek could find out thanks to this. I mean, if this was made using my blood, it must be accurate. Maybe berto can find out something worth knowing about it"

"You know, I still wonder how your blood sample got here." Ann said. "How could have David-" Ann and Keeah both stopped as suddenly an obstacle just got in their way. A really BIG one. What it was was a giant army of dread naughts, with someone standing proudly in front. He looked too different than the others, as in he had a normal face, as he had normal looking eyes, and a normal mouth, and what appeared to be hair. He wore an outfit similar to Karai (2003 Karai to be exact. Am I the only one of my friends who watches that?) Only he wasn't wearing a shirt, which is okay because this was a dude. On his chest was a mark that looked like the jumbled together letters "THI" and at his hip was some sort of scarab.

"Oh hello, I'm guessing you weren't thinking you were going to run into us" he said, with a robotic voice. "Allow me to introduce myself. My name is shredkai, one of Naught's most trusted generals. Jason knows that that dragon flame you're holding is very valuable, and we have been waiting here, hoping to stop you when you try to run off with it"

Should have known Jason was too much of a chicken to come here by himself" Keeah said as Shreadkai grabbed his sword. He pulled it out of his scarab, revealing a nice purple blade, which looked really powerful. he then slashed it above the two girls, in order to show him a taste of his power. The ceiling sliced in half, and many different items came falling through, much to keeah and Ann's shock.

"I challenge all of you to a duel. If I win, you will hand over the dragon flame, and not try to stop me when I leave. If you win, I'll have all of the dread naughts run off and you can pass through. Now this duel shall-" Shredkai's words were silenced when keeah made her dragon flame sword and swung it at his waist, slicing him in two right in front of the dread naughts.

"Thanks for the lack of a challenge" keeah said as she signaled to Ann to come and run with her. The dread naughts would have started following them, but they were too busy freaking out over what happened to their general, who had received the same treatment as Darth maul.

"What are you bucket-brains standing around for?! There's getting away! GO AFTER THEM!" he shouted, scaring the dread naughts witless. The just started running in the way the two ladies went in. "You two, stay here and repair me!"

"Was that pathetic or what?" Ann said as they started running towards the door.

"Seriously, Darrkian was tougher than that!" Keeah said.

"Who?"

"He's kinda like Dr. Doofenzmertiz" Keeah said. They entered the first floor and kept running towards the door and noticed the entire lace was empty. Ann was wondering why that is, since it looked as if everyone had left, but she knew she didn't have time to think about it. They were very close to reaching the door when they encountered a huge obstacle. Someone was standing in front of the door, blocking the path. That someone was Jenny, She stopped running as soon as she saw Jenny standing right in the center of the room, posed kinda like smoker was when he told Luffy that he can't cross the red line until he defeats the former.

"You again?" Keeah asked as she noticed Jenny had her blades out. I'm guessing you want to fight"

"No, I do not" jenny said as she retracted the blades. "I really don't want to hurt any of you, I simply ask you one thing"

"I know what you're asking" Ann said. "We're not giving you the dragon flame"

"No, that's not what I'm asking. I couldn't care less about it. What I do want to ask, is-who am I?"

"Huh?" Keeah asked.

"I…I don't really know who I am. Jason told me I'm a superhuman whose father was killed, but I don't think that's true. Things have happened to me that don't make me think I'm human. Keeah, you said Max had told you about me. Sorry, I don't know your name, but you work for N-Tek, so could you tell me who I am. Do you know what I am?"

"I was in new York fighting darkia while you met max, so I don't know much about you" Keeah said.

"that all happened before I could join. So I don't know a thin-" Before Ann could finish she was struck on the back of the head by something, which cut off some of her pony tail, but somehow didn't kill her. Keeah picked it up and noticed it was some sort of metal disk, most likely belonging to one of makino's warriors, although she couldn't identify who. She soon noticed another one coming towards her, which she grabbed and threw over that the wall.

"What was that?!" Ann asked. "The dread naughts couldn't have gotten down here that fast!"

"It wasn't the dread naughts" Jenny said as both and Keeah looked behind themselves. There was someone standing there, and I don't want to say just yet who it is. Let's just say you'll find out in a few sentences.

"**So both N-Tek and Naught are here" **He said. "**I knew leaving that last jar of dragon flame behind was a good call"**

"You have got to be kidding me" Keeah said. Who was this guy? Well, now I feel like telling you, so let's get to the point. It was the leader of the men in the dark cloaks, only here he wasn't wearing the cloak. H was very shiny, as he clearly wasn't human. Who was he you asked? It's very obvious as it was mentioned above during investigation.

Regardless, the man behind them wasn't a man at all. It was Metal Elementor.

…

"I wonder if Max-Kun liked my cooking" Randessa said, bored out of her mind. She could just play someof the games on her phone, but most of them are updating and she's out of stamina on One Piece treasure cruise, so she somewhat had nothing to do. Terra and Berto were busy trying to figure out who the heck they were going to take that brood but of the office while nobody was looking, but most of their ideas were useless. Anna was busy playing with a palled pall in the corner, because she left her books in the ship and Ferris wouldn't let her get them.

"Hey randessa, do you have any idea on how we can get into that building?" Anna said right before the ball hit her in the eye. "Wow, a hundred and one. Beats my record of a hundred"

"Well, considering that they kicked out Ferris and Max-Kun, we may have to think of a clever way to break in-Hey, maybe Berto can make some sort of moon disguise pen! I can look like Lucy heartfilia, Terra can look like Nami, and Anna could look lik-"

"You watch too much anime" Terra said.

"If you three are gonna joke around, then maybe you shouldn't be on this mission in the first place"

"I actually wanted to stay home and watch one piece" Randessa said. "I wanted to see if Luffy could beat moria after he got beefed out on a thousand shadow" Fun fact: I was watching that episode as I wrote that line. As I type this part, I finished. And spoiler: Luffy uses both Gear one and Gear two at the same time, which caused him to repeatedly punch moria and as he did, moria spit out all of the shadows, which came back to the owners right before they turned to dust by the sunlight. There, I ruined thriller bark for you. Now you can skip one to the next ark where foxy returns-crap, I spoiled that one for you too.

"While you were too busy goofing off, I actually came up with a plan" at said as she walked into the area with a piece of paper rolled up in her arms. She put it on a desk and unrolled it revealing a few drawings for some sort of plan, with complicated steps and really nice detail.

"You see, I have written down a plan for finding the dragon flame and for getting out that beast without getting into too much trouble. Randessa, you and Terra will be the distraction, as you bust into N-Tek"

"Can we do it like I'm sing the sailor moon theme and Terra is yelling at me to shut up?"

"Uh…sure." Kat said. "As the guard are distracted, Berto and I will use stealth technology to sneak that beast out of the building, ad while that happens Ferris can go and get the dragon flame and use a hang glider-"

"There you all are!" Mr. Shane said as he walked outside. "I have been looking everywhere you! Listen, I need your help-"

"Let me guess, you want us to help you by getting out of here" Berto said.

"It's not that, I-"

"Are we still invading your property?" Anna asked.

"Listen, I know what I said before, I right now I have something more important to tell you"

"Listen. He's just going to tell us to get out of here, and I don't blame him" Ferris said. "He's probably still made about keeah smashing the hole into his building, or her breaking the doors. He's probably also mad at us for staying on his property after he told us to get out. Let's leave while we still can before he repor-"

"SHUT YOUR TRAPS!" he shouted, which surprised everybody standing around them. "All I want to say is that I'm sorry. I really overreacted by kicking you out of my building, and by telling you to get lost. I only did that because I was scared"

"Scared?" Kat said. "Of what?"

"Of you guys. My boss told me to make the dragon flame, and he said under no circumstances should you be able to get ahold of the dragon flame"

"Wait, your boss wanted you to make the dragon flame?"

"Yes"

"You said that you were selling it to General Nixon. How would he know who we are?"

"That was just a cover up because I know I couldn't tell anyone who he was, and if I did, he would come after me. Not that he hasn't done that already"

"So your boss knows who we are?" Ferris said.

"Exactly. And he isn't very nice, as you can tell by that thing in my lobby" David said as he looked over at the entrance. "I realize I was wrong to not let you take the dragon flame as planned and I was a huge ass to you all. I would give you the dragon flame, but I'm afraid it's too late now"

"Wait, why are you sucking up to us now?" Terra asked. "What made you refuse to give us the dragon flame in the first place? And what do you mean it's too late?"

"To answer your first question, my boss said that he wanted me to make it for him, and not give it to anyone else. However, word got out I was doing it so I needed to get it done faster and I couldn't give it to anyone else. He never told me why he wanted it so badly, but I know his intentions aren't pure"

"You still didn't answer the second question" randessa said

"You see, that beast over there was a distraction so that nobody was going to find out what was going on upstairs as someone was stealing all of my dragon flame. Had you not arrived when you did, we may have not have found out about it until it was too late. Because of that, one of my best workers is dead and her boyfriend is really injured"

"Your boss sounds like a total douchebag" Berto said.

"Who's your boss anyway?" Randessa asked.

"Considering he said that you guys were going to try and ruin me, and how he tied to kill over seven thousand men and women I'm guessing you're not going to like who it is"

"Come on, tell us" Kat said. "He can't be that bad. The worst you can say is that you were working for Darth Sidious or something like that"

"Fine. I was working-for Makino" If you want to imagine the look on everybody's faces here, then imagine the same faces everyone in the marines had when the found out Luffy was vice admiral garp's grandson. Actually, no, more like when Garp told everyone who Luffy's father was, and when Garp told them that "Maybe I shouldn't have told you all that. Forget I said anything" everyone's face here was the same as everyone's face there. There, now I also ruined water seven. Skip on to thriller bark.

"He's that bad huh?" Mr. Shane said, looking at the ear on everybody's faces. "I had no idea how bad he was"

"HE'S WORSE THAN BAD!" Berto shouted.

"He destroyed cybertron, alderan, lanteh, Namek, and many other planets!" Kat said.

"Why the heck did you work with him?!" Ferris asked.

"Because I was desperate" He said. "You see, my daughter Elina is very sick, and is barely clinging on to life. Nobody was sure if a cure existed, and I was on the verge of giving up when he came to me. He said he could help me get the money to care for her. He said he can help me make a cure. I worked with him for my daughter. I don't want to lose her, I just don't!"

"You must really care about your daughter"

"Of course I do! She means the world to me, and I'll do anything to protect her. It became my responsibility after my wife died, and I really don't want to lose the only family I have left"

"So I understand why you wanted to work with him, but why did he attack you and take the dragon flame?" Kat asked. "Shouldn't you have given it to him or his underlings?"

"He attacked me because I didn't do it fast enough. He wanted it by a specific time and I failed to deliver, therefore he attack my building and killed one of my most trusted employees. And so you'll forgive me for being so rude to you earlier, I'll hand over the beat to you, and I'll tell you everything I know about Makino"

"I'm not sure we should trust you" Randessa said as she stood up. "I mean, you were all ready to shoot one of us earlier, why should we trust you?"

"Because I don't want to work for that tyrant anymore!" David said. "Listen, Makino ha something huge planned, and I know he wanted the dragon flame for it. I don't know what exactly, but I can explain everything I know"

"I'm still not sure if we can-" right before Ferris could finish there was a loud smashing noise that came from the top of the startech building. Everybody looked up at the window, and the noticed pieces of glass falling down, along with what looked like a really beaten man. Parts of his clothing and blood was falling with him, making everyone down there freak out over what was happening.

"Jose, can you see who that is?"

"First of all Mr. Shane, my name is berto. Second of all, let me see" Berto said, using a goggle on his eyes similar to the goggles ussop has been wearing since lougetown. He used them to zoom in, and he finally was able to recognize who that was falling through the building. "Impossible"

"Who is it?" David asked.

"It's Jason Naught. He's bleeding and bruised, and someone threw him out of the building"

"Guys, we should save him!" Anna said as she tried to find something soft.

"Hold on, who don't we let him die? I mean, you all hate him, right?" David said. "Maybe the guy who did this is doing us a favor"

"Because saving him the right thing to do" Anna said. "After all, the bible says loves your enemies"

"Well, you can't argue with god, can you?" David said as he tried to help Anna. As all of this was going on, randessa over at the building, and she happened to notice a familiar face staring out of the broken window. Someone she was happy to see, despite the fact he had blood on his hands. He must have been the one who threw naught out and beat him to a pulp, but she didn't care.

"MAX-KUN!" She shouted as her eyes turned into anime hearts. "Can you see me?! I'm waving at you! Max kun!" as she was too busy going full sanji to notice Jason, who Anna and David managed to save right before he went splat on the pavement. He landed on the stretcher, and David looked at him. He really looked horrible. He had blood coming from over ten different places, he was missing a tooth, and his body looked as if he had been hit by a truck. David looked up and noticed Max just as well, wondering if Max was the one who did this to him.

"Aw, Max-kun left" Randessa said.

"Hey anime girl, why don't you help us with this guy who might die if we don't see to his injures quickly?" David said, bringing Jason to Rendessa's attention.

"Oh my god, what happened to him?! He looked worse than ussop did when the Franky family beat him up!" David pretended he knew what she just said and thought if he should tell her what had happened up there. Anna reminded him that they needed to get Jason to Berto and Terra, bringing him out of his thoughts. He placed Jason on Berto's medical table and noticed what had happened to Jason, much to his shock.

"Is he going to live?" David asked as berto started working on Jason immedently.

"It doesn't look like it" Terra said. "He's barely clinging on to life, I don't know if he can be revived"

"This is awful" Ferris said. "Who would do this to him?"

"Batman maybe?" Randessa asked.

"I'm pretty sure that it was not a fictional comic book character that took out Jason" Terra said. This was when David Shane decided he should tell them on what he saw. He knew the group wasn't going to like it, but they were desperate for answers. And He thought it might be something they want to do.

"I saw who did it" David said.

"You did?" Kat said.

"Yes, he looked out of the window for a minute, and he had blood on his hands. There was no doubt he was the one who did this, but I'm not sure you'll like who it is"

"Like who?" Randessa asked.

"Fine. Max steel was the one who pushed him out of the building" David said. Everyone heard this and tried to believe he was wrong, but with max trying to kill exstroyer and what he did to Shane in the previous chapter, they weren't surprised. The one who tried to deny it the most was Randessa, who, as I have mentioned before, is madly in love with max steel, so much that she didn't notice some of the stuff I mentioned before.

"Are you sure it was him?" Randessa asked, showing off how much she wasn't willing to believe max did it. "It could have been someone like Bon Clay pretending to be max"

"Who's Bon Clay?" Anna asked.

"Probably some anime villain she knows" Terra said.

"Randessa, you have to face it. Max has changed. Trying to kill exstroyer, beating up that sixteen year old girl, punching Mr. Shane in the face, he's different now. He actually tried to kill naught, and he nearly killed naught. I don't know what's up, but he is no longer the Max McGrath we know"

"Ferris, you have to be kidding" Randessa said.

"We have more things to worry about then naught" Kat said. "First of all, Ann and Keeah are still in that building, and naught was never known for coming alone. Second of all, we need to find out exactly what Makino wants that dragon flame for. And knowing him, it's nothing good"

**Okay, I have a question for you guys: Would you like longer chapters? These chapters are pretty short, and there was an entire scene that I meant to put in two chapters ago but I never got around to it, because I thought it would make the chapters too long. But that would mean the story would go by a lot faster. Do you want to see that? let me know.**


	16. Last Chapter (for now)

**Please read this to the end, if your wondering about the shift in quality half way through.**

Somewhere near Hollywood California, there is a mountain that not many people care about. It is a great mountain, as it's very tall, and it's very old. Not much is known for how it is formed, as nobody had dared to go near it, after one man who did got killed by some sort of unseen beast. This beast however wasn't from earth, and it inhabited something hidden in the mountain, as he was trying to keep it safe until it's master returns. Many creates-water it be a dangerous bear, or a stupid squirrel-will be tirn to pieces with the beast's teeth, so many were scared to come-except for those three men in the cloaks, as they were known to come into the area unscathed, mainly because they are the beast's masters.

The three men had happen to be walking towards the base, with the biggest one looking behind the group every ten minutes, just to make sure they weren't being followed. They knew that they couldn't be seen by anyone, thus the big one had the order to kill anything that gets a glimpse of them. As they were looking, a dog happened to wander nearby, and it started making deep barks at the men. It growled each time before each bark, which was enough to annoy the leader of those men.

"Mako" He said. "Please terminate that wretched beast" The leader said. The big man opened his cloak a bit and grabbed what appeared to be something sharp. At first the dog wouldn't stop barking, but as soon as the man threw the dagger, the dog barked no more, and instead laid down next to a puddle of blood. This didn't faze the man, as he trend back around and kept moving, where they met the beast that resides in the mountain.

"You've done enough" The second man in the cloak said, with a more femine voice than the first one. "Get back into the cave" the three men walked into the cave after the beast, as they also hid out in the cave. Inside what looked like a normal cave was a high tech security lab, one that most humans would believe to only exist in sci-fi movies. But this was very real, as the area was being acknowledged by the three humans. There were computers that looked like one you would see in star trek. Blue panel lines were all over the base, giving it a nice futuristic feel, although to these humans this lab looked no different than one you'll find anywhere else.

"So now that we have finished this stupid mission can we please take off this cloak?" The femine voice asked. "I'm getting really hot in this"

"I'll report to our master, then we can get the heck out of here" Said the other man, as he walked up to control panel. "So in short, yes"

"Thank god" The second man said as she took off the cloak. The reason he sounded like a she was because that was the case. This was a normal earth woman. She was tall, as we'll as very attractive. She had green eyes and long brown hair, half of which covered her right eye. As for her clothing, she was wearing what looks like a belly shirt as her stomach was exposed, and this shirt had no sleeves and was opened like a V on the bottom. Her pants had was looked like black leggings, with green boots and knee pads, and what looked like a green bikini bottom on the crotch.

"So now that now we have the flame, what exactly are we going to do with it?" she asked.

"The answer delxia, is simple" The skinner man said as he sent some sort of message from the computer to what seemed like another member of their origination. "I believe that we should do what our master Makino would want to do with it"

"Did he ever tell us why we stole that stuff?"

"I don't believe so" The man said right as he said this a portal opened up behind him, which he was quick to notice. It was a green vortex with white bits as it swirled into it's core, and not much was to be seen on the other side.

"Mako, you might want to lose the cloak" the first man said to the bulkier one. "I'm not sure the groundbridge will find a use for it" the bulkier man pulled off the cloak and revealed that what was under it was not a man of all. It in fact was a mechanical being, which was big and bulky. He had a head that looked like a bucket, with two yellow squares for eyes and a long bridged nose. He had a mouth, which appeared to only have one expression, as it doesn't seem like it could move. He had some sort of ultralink on his stomach (or if he had one), with four arms and a bright orange color. His arms were huge with three different colors-grey, silver and white-and his legs looked really enforced so that they wouldn't be crushed by his weight.

Right before he entered the portal, the last man who was still wearing the cloak took it off, and revealed what looked like some sort of evil experiment from Makino's ship. He appeared to be a normal human, but there were many things off about him. First of all, he was really buff, as if he had been working out for years. He was also earing these strange things on his body, as they were not normal human clothing. They looked like implants of some sort, but the part that everybody would instantly notice was his face. Instead of a normal human face, there resided an ultralink that lonely left his mouth exposed. He also had orange hair, black jeans and last of all twin machine guns on his hips. As the leader of the group, he was the one who started the heist in the first place, and he was ready to report is progress to makino.

As they entered the portal, they noticed the wall behind them crumbling up and disintegrating, as if it was being torn apart. They didn't seem to notice this, as they kept walking foreword, and not before long they found themselves in front of what looked like a new area forming in front of them. They didn't seemed to be fazed by this, as they acted as if they had seen it before. And considering they were not normal humans, they probably have.

At the end of that vortex was some sort of area that looked like the room they were just in, only MUCH bigger. It was about the size of a football stadium, and there were cylinders all around the room. Inside each one was a different type of spices, all from different worlds that have been destroyed by the tyrant who lives nearby. Not too far away as what was considered some sort of fuel line, as it had a giant stream of turbo energy that slid all of the way down to the core of the room, which helped keep the base running and functional. Last but not least was a giant door, which only select members of this council were allowed to pass. It was huge, and it looked as if there was no way to open it. On the same wall, there was a little key pad that delxia walked towards, and had her eye scanned. Right after a laser came out and scanned both of the men behind her, just to make sure they were with her. The laser disappeared as a robotic voice told them that the ID matched, and the two giant doors opened slowly. They creaked as the trio openly walked into the room, which didn't have going on for it. There were a few skulls of some rods decorating this giant room, but the thing that caught the most attention was the giant throne that sat the center, which currently sat someone that was huge.

"Hey, what took you so long?" Said someone else who was standing in the shadows, but was noticeable due to the green glowing bits on his suit. He walked out in the open light and showed himself to be another normal human with an ultralink planted on him. Although, this ultralink was green, and the human looked a little older the other. He also had hair that was so blond, that it was white.

"Get lost Izo, we came to see makino" The skinnier man said as he walked foreword. The other man (Izo) just laughed upon hearing this, as if what he said was funny.

"He's been waiting for you for hours. What, were you guys too busy listening to that human music garbage? Or did you get lost on the yellow brick road?"

"Do I look like I'm in the mood for your crap, Izo?"

"While you guys were busy getting lost, I made my way into the human vault known as area fifty one and I stole the converter makino wanted. That what these scratches on my human cheek are from"

"What exactly happened?" Delixa asked sarcastically, when she really couldn't care less.

"You see, I escaped through the heavy forests, and I was attack by a few of the creatures that inhabit that area. I believe I developed a fear for the small rodents that inhabit those forests"

"You mean you're scared of squirrels?" The man with the red ultralink on his face said.

"It's better than those karate frogs or whatever they're called"

"Why you son of a bi-"

"Both of you, stop it!" said the tyrant that was sitting in the throne. "I do not appreciate behavior of that of a human child" The throne slowly rotated as the bulky figure soon came into view, and he was freighting to the humans. He looked to not be of this world, instead of a robot from some fa away planet. He had a giant hole in his chest, which had a glowing yellow core. His eyes were pure yellow, as his body was big and bulky. He was without a doubt, the man who was in charge of everything that was going on in this plant. This was Makino.

"I'm sorry makino, you see, Izo is-"

"I don't care about what kind of grudge you and Izo have, Titanum. All I want is the dragon flame. Did you recover it for me?"

"Yes I did makino" Titanum said as he put the brief case in front of makino. "It was very heavily guarded after Exstroyer tried to steal it a few weeks back, but thanks to metal elementor we were able to retrieve it"

"Of course you relied on someone else to do the job for you" Izo said. "I mean, that's all you ever do with megatron and emo over there. I'm guessing that's why he's not here?"

"Emo?" Delxia said right before Mako grabbed her, not allowing her to do anything crazy.

"For your information he wanted to stay behind. He knew N-Tek's dogs were on to us, so he wanted to kill them before they can muck up our plans"

"Really? Because I'm sure-"

"Whatever petty grudge you two have against each other does not matter. What I want to know, titanium, is why this is less dragon flame than I expected"

"If I may, Makino-"

"Silence, Izo, I want to hear titanium's answer, not about how much of an idiot you think he is" Makino said.

"Well, you see, makino, there wasn't much to steal. Most of what ch'rell and winters stole was never recovered, and this was most of what they had. The last they had aside from this we left behind, as bait for N-Tek"

"Yes, we cannot let N-Tek interfere with project extinction. That was a good call titanium"

"I bet it wasn't even your plan" Izo whispered.

"What was that you-"

"Stop your childish behavior, both of you!" makino said as he slammed his fist on his throne. "When in my presence, you should treat each other with respect. I put titanium in his place because of his efforts, Izo. You can kill him when I'm not around, but when I'm looking at you, you must treat each other with respect, got it?"

"Yes master makino" Both of them said at the same time, while kneeling towards him.

"Suck up" Izo whispered.

"A**hole" Titanium whispered.

"Now that we have the dragon flame, we can preceded with project extinction" makino said as he stood up. "Make sure the devastator is ready"

"It's almost finished" Izo said. "This was the last part I needed"

"Good" Makino said. "Soon we can consume this pathetic world, and nothing will stop us" he said right before he had an evil laugh.

…

"So, on a scale of one to ten, how likely is this guy going to kill us?" Jenny asked while looking at elementor.

"How does over nine-thousand sound?" Keeah asked, not excited by seeing metal elementor standing right in front of them.

"**Now, I would prefer if you humans stayed still" **metal elementor said as he pulled out his claws. "**I hate pray that tries to run**"

"Well, I've got good news for you pal" Keeah said as she formed her helmet. "I hate running away" She got into a fighting stance, seemingly ready to take him on.

"Um, isn't this technically digging your own grave?" Jenny asked.

"Technically, yes" Keeah said. "But if I had a dollar for every time I stared death in the face, I'd be pretty rich"

"**so young, yet so confident"** Metal elementor said upon hearing Keeah's statement. "**I'm really going to enjoy killing you"**

"So what are you waiting for?" Keeah asked. "Come on, hit me!"

"**You see, I have a moral code. My way of dealing with pests is simple: Kill the weak one first**"

"You don't mean me, do you?" Jenny asked.

"**If course I do. I don't see the fun in taking out the strong one first**"

"Wait, maybe we can talk this out first right before-" Jenny didn't even get to finish before elementor attacked her, by hitting her in the stomach, sending he r flying into the wall.

"**Well, now that I got rid of the annoyance, now I can get rid of the real threat**" Meatal elementor said as he turned his attention to Keeah. "**Now, would you like your death to be slow and painful, or fast and over with?**"

"How about I'm not going to die here?" keeah asked as she made a dragon flame sword.

"Doesn't matter. No matter how good of a fighter you are, while facing me your doomed to becoming a corpse"

"Funny how you think that" Keeah said as she got into a fighting stance. "Come at me"

"Fine. If you want to die, then that's your ca-" Meatal elementor was about to continue when, he saw Jenny getting back up.

"What?! I thought I killed you!" He shouted when he saw jenny stand up. "Doesn't matter, I killed you once, I'll kill you again. No matter what I"

"That hurt" She whispered.

"Huh?"

"That. Hurt" He looked up at him, and Keeah noticed something strange about Jenny. Her eyes had just turned blood red, and she looked really furious.

"Well, I can tell you are not a normal human, since you managed to survive that attack. But I will gladly-"

"Shut up" She said as she pulled back her arm.

"Or what?" Metal elementor said right before Jenny did something that surprised both Elementor and Keeah.

…

"So how is he?" Randessa asked as berto was checking Jason's body. "He looks worse than Ussop did when Ms. Merry Christmas broke his nose"

"Assuming I understood what you just said, he's going to be fine" Berto said as he poked Jason's arm. "It'll take about three hours to heal"

"As amazing as that is, it doesn't change the fact that he was almost killed" Ferris said. "We still need to figure out why Max did that, and make sure that he doesn't do it again. After Al, we don't specialize in milling people."

"So what exactly are Yu trying to make?" kat asked as David was building something out of a bunch of spare parts prepare pieces of the ships.

"Your technology is very advanced. I know some things that could help us fight Makino, so I'm trying to build something I know we'll need"

"And what is that, exactly?" Ferris asked.

"You see it is-" David should have finished his sentence with something that was very useful, but something suddenly happened that made him so shocked he could not speak. And it wasn't just him, it was everybody who was present. What they saw they couldn't comprehend what just happened. Metal elementor just burst out flying of the building, taking out a huge chunk of the building along with it.

"Wow, Makino just hates your building, doesn't he?" Berto asked.

"Shut up you moron, this isn't the time for that!" He said as he noticed something dripped on his sleeve. He looked at it in shock as he railed it was that thing's blood! The elementor was bleeding, and he had just flown out of the building as if someone had just knocked the stuffing out of him.

"Ferris, you need to call off Max steel!" David said. "His toll now stacks at two"

"I hate to break it to you, but their anit no way Max did this" Ferris said. He saw he was right, as someone walked out, with elementor's blood on her hands. This was Jenny, who's eyes were still red.

"Please tell me she's on your side" David said.

"It's complicated" Kat said as Jenny walked foreword a bit.

"Those eyes" Berto said. "Those were the same ones that she had when dread had her under his wing"

"Wait, miles dread?" David shane said.

"Yeah, him. I'm guessing you heard about him on the news?"

"I went to collage with him. He was just a good natured man with a bad past. I heard about the path he went down, and about how he met his end not too long ago. He's like Kirk Cobain. Had a lot of potential, but gone too soon"

"Who?" Max asked, not know who he was being compared to. This made Ann a little more couriers. Keeah waked out of the building with her hands up, as a sign of don't attack.

"Guys, I don't think you should fight her" she said. "This all happened because she got angry. If you shoot at her some more, then she could kill all of you"

"Okay, everyone, here's the plan. We're gonna wait to talk to Jenny" Ferris said.

"Is this because the last you tried to talk to her when she was like this she stabbed you?"

"Yes berto, it's exactly like that" Ferris replied, sighing right afterwards. Max walked out of the building and tapped on Jenny's shoulder, and when she turned around her punched her, knocking her into the building nearby.

"MAX! WHAT THE-"

"Listen, I know how she works. She's too dangerous, she need to be stopped"

"Strange your saying that, considering that you actually kissed her once!" Ann said. Dread had no idea what exactly Ann was talking about, but he didn't care. He was going to finsh Jenny, once in for all.

**Okay guys, let me tell you something. I have made a decision. You see, when I started writing these fanfics about a year ago, I was not the only one doing so. My friends and I were in a nice group that loved this show to death, as we made some (mostly crappy, or at least mine were) fanart and we were probably the most active people in the whole darn fanbase. But now, I'm the only one who is still participating. Jackiewinters has moved on to star wars, the girl who writes the new hero in town-well, i's not friends with her, so I don't know. it's been about six months since she last updated, so I don't think she's still part of this. and the one biggest fan I know from this series-IluvWinxandRandyCunn-lost all of her interest in the show. and come to think about it, I have too. I seem to be more interested in seeing the Joker shoot Barbra Gordon in order to drive Jim Gordon insane than Steel pretending to be a superman rip-off. I'm more interested in seeing Luffy almost getting himself killed in order to rescue his brother than Kirby making a costume as stupid as he is in order to fool exstroyer.**

**the point is, I haven't even watched the show in MONTHS. I stopped buying the toys (As they're a waste of money) I don't even think about this show at all. Plus, my fanfictions were ripoffs of Marvel, DC, Transformers, Prince (Okay, maybe not him) heck, this story is a rip off of a spider-man comic book that was amazing! (Which is the exact opposite of this story) I'll touch more on that on DeviantArt. **

**I have decided to move on from Max friends have done it so I should. Like I said, I want to see scarecrow mess with batman's mind to make oracle look like she killed herself, instead of steel acting like he's on anesthesia. so farewell, Max Steel fans. Maybe I'll come back to this story someday, maybe I won't. But for now, this farewell. This is ninjanicktf signing out, and as ninjanicktf signing out, and as Stan Lee says: Excelsior!**

**also, I ended this is n a cliff hanger, so I could be an aye-hole. duces.**


End file.
